Although the press release does not disclose who the additional financing is from, Sam Khazary, Selina Senior Vice President and Global Head of Corporate Development, thanked Oppenheimer & Co. for navigating the financing as a placement agent. The notes hold a 6% interest rate, payable semi-annually, and will convert at a $11.50 per share price. The notes are due in 2026.
However, Selina has the ability to force conversion of the Notes after the first anniversary of the issuance if it meets two criteria: if Selina’s share price is greater than or equal to 140% of the conversion price for at least 20 of 30 trading days, and if the 30-day average daily trading volume is greater than or equal to $3,000,000 for the first two years after the issuance of the Notes, and $2,000,000 thereafter.
In addition, in the event that a holder of the Notes elects to convert, or in the event of a mandatory conversion, prior to the third anniversary, Selina will be obligated to pay an amount equal to twelve months of interest (the “Interest Make-Whole Payment”). The Interest Make-Whole Payment will be payable in cash or Selina Ordinary Shares.
Furthermore, certain Investors who subscribed for over $4,000,000 in principal amount also entered into letter agreements where the Sponsor will transfer Founder Shares (BOA Class B Common Stock) where the amount transferred will be determined by multiplying the Investor’s aggregate principal investment by a percent ranging from 2.5% to 7.5%, depending on how much was invested. The Sponsor had previously set up a Sponsor Share Pool equaling twenty-five percent (25%) of their total Founder Shares.
BOA must maintain at least $70 million in cash available in order for the deal to close, and had already secured a $55 million PIPE at the combination announcement, plus a $15 million minimum equity backstop from BOA’s sponsor. The SPAC is expected to also fund the deal with about $230 million from its current trust, before any redemptions.
A group of leading institutional investors including South Light Capital, MORE Investment House and Sir Ronald Cohen, alongside BOA’s sponsor and founder-led stockholders, are included in the $70 million of committed capital, including the aforementioned $15 million minimum equity backstop from BOA’s sponsor. Of that total, $10 million will be an advanced PIPE concurrent with the announcement.
Today’s additional financing is expected to close concurrently with the business combination and is intended to allow Selina to realize its multi-year business plan. The combined company is expected to trade on the NYSE under the symbol “SLNA” once the deal is completed in the first half of 2022.
The parties initially announced the $942 million combination on December 2. The London-based company is one of the world’s largest hospitality brands built to accommodate co-working, recreation, wellness, and local experiences.