Alpine Acquisition Corporation (NASDAQ:REVE) announced this afternoon that it will issue a dividend to holders of Alpine’s common stock who do not seek redemption at its business combination with experiential entertainment company Two Bit Circus (“TBC”).
And unlike a “Tontine” pool for the dividend, the SPAC’s Board of Directors authorized a straight dividend of 0.665 shares for each public share held of record on the day following the consummation of the business combination.
But, the dividend will not be effective unless Alpine obtains an acknowledgment from the owners of Alpine’s shares that were issued prior to the IPO, and to the security holders of TBC and to the Hotel Sellers in the Hotel Purchase indicating that such holders would not receive any shares from the dividend with respect to those shares. As a result, the dilution to the parties will not be known until the number of redemptions have been counted.
As a refresher, Alpine concurrently entered into a Hotel Purchase and Sale Agreement with Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC. As part of the agreement, Alpine expects to purchase the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel simultaneously with the closing of the business combination.
Two Bit expects to receive $49.8 million in Alpine shares as a part of the transaction while Atrium Hospitality is to receive $65 million in a 70-30 cash-stock slit as compensation for selling the two new hotel locations.
Alpine is funding the deal with about $109.1 million from its current trust supplemented by a $25 million PIPE. The parties also plan to take out a $75 million mortgage loan, which is to close concurrently with the transaction.
The SPAC announced the $153 million merger on May 19, 2022. Two Bit Circus runs a micro amusement park in Los Angeles and this deal would see it acquire two conference hotels to expand to Denver and Stamford, CT.