Endurance Acquisition Corp. (NASDAQ:EDNC) announced in an 8-K this morning that it has added additional financing to its combination with satellite company Satixfy ahead of its completion vote October 25.
The new funds come in the form of a prepaid forward transaction wherein the investor will purchase up to 10,000,000 shares. This facility is to function similarly to a backstop with the total number of shares involved linked to Endurance redemptions and the investor is to pay the company an amount equal to the SPAC’s redemption price.
Once the shares and payment have changed hands, the investor may sell shares on the open market and split proceeds from these sales with the combined company, the latter of which is to take 25% of proceeds. These payments are to stop once the the investor has received a 33.33% return on the original amount of capital put up in the arrangement.
As a part of the move, Satixfy has agreed not to issue any shares or sign any agreements that would exchange capital for shares until the agreement has been fully paid. The investor may also make sales of shares at prices that are to be reset monthly. The combined company is to pay the investor $1.50 per share that remains within the agreement three years out from closing.
This payment may be made in shares or cash and the maturity date will accelerate if company stock trades below $1.50 within one year of close or $2.50 within two years of close. The investor is also purchasing 250,000 shares on the open market and is to be owed a $500,000 break-up fee should this be terminated.
The parties initially announced their business combination on March 8. The Rehovot, Israel-based company designs satellite communication systems based on chipsets developed in-house.
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