According to the Non-Redemption Agreement, certain investors of FirstMark agreed not to redeem their shares, representing 2,398,613 shares in the aggregate, at the Starry completion vote scheduled for Wednesday, March 16.
For not redeeming, Starry Group Holdings has agreed to issue each investor an additional number of shares at or promptly following the closing of the deal. This is calculated by multiplying the number of shares an investor holds through the vote by 1.33 less the “Class A Exchange Ratio”. However, in no event will the new investor shares be less than 422,108.
The merger agreement defines the “Class A Exchange Ratio” as the lower of: (A) 1.2415; and (B) (1) (x) the FirstMark Outstanding Shares, plus (y) 1,000,000 divided by (2) the FirstMark Outstanding Shares.
This transaction has a Minimum Cash Condition of $300 million, but there is a $109 million PIPE and $21 million from the Series Z Investment, which lowered that threshold to $170 million. Today’s non-redemption agreement announcement drops that threshold further to approximately $146 million.
FirstMark initially announced its $1.6 billion combination with Starry last year on October 7. Boston-based Starry provides wireless internet to consumers at gigabit speeds using narrow-wave technology.