Starry Group Holdings (NYSE:STRY) announced this morning that it will be reducing the warrant exercise price and adjusting the redemption trigger price as a result of the Crescent Term being triggered.
Ahead of the shareholder vote for the FirstMark Horizon and Starry deal, a number of changes were made to the transaction, including increasing its PIPE size from $130 million to $140 million. It also adjusted the per share PIPE price from $10.00 to $7.50, both of which called the Crescent Term into play.
The Crescent term stipulates that it will be triggered based on three main criteria. For one, if the PIPE size and proceeds represent more than 60% of the issued equity in the deal. The second criteria is if the pre share price of any PIPE is struck below $9.20. The third criteria kicks in if the combined company trades below $9.20 for a 20 of 30 trading days VWAP beginning on the day preceding the closing of the combination. For Starry, it triggered the first two when it announced the re-struck PIPE, but investors had to wait 30 days for the VWAP, which came in at approximately $7.92.
As a result, Starry will reduce the warrant exercise price from $11.50 per 1.2415 shares to $9.13 per 1.2415 shares. The company will also reduce the $18.00 per share redemption trigger price to $14.29 per share and adjust the $10.00 per share redemption trigger price to $7.94 per share. Each of these adjustments was effective as of the close of trading on Friday, April 22, 2022.
The Crescent Term’s “PIPE protection” represents a major advantage for warrant holders in situations such as this and gives Sponsors and target companies flexibility to amend their PIPE agreements while minimizing harm to investors.
As background, Starry completed its business combination with FirstMark Horizon Acquisition Corp. last month on March 18. FirstMark initially announced its $1.6 billion combination with the internet service provider last year on October 7.
Willow Lane (NASDAQ:WLACU) has filed for a $110 million SPAC to be the latest repeat SPAC team returning to the market with the help of underwriter BTIG. BTIG is, in fact, leading recent underwriter activity with four new SPACs filed since the August 1, while no other firm has been left lead for more than...
At the SPAC of Dawn While SPACs settle into a slight pause through Rosh Hashanah, de-SPACs are also entering another period of holiday-based trading patterns. Traders following the usual “Sell in May and Go Away” pattern this year would have missed out on a major late-summer market rally. But, stocks may now feel the effects...
At the SPAC of Dawn As SPACs switch back into gear with a new cycle, traditional IPO road shows are heating up into the fourth quarter as well. A raft of private equity-backed companies have determined now is the time to strike and the period between the Fed’s September rate slash and the November election...
Earth, Wind & Fire may have been on to something with the end of September and “chasin’ the clouds away“. The SPACs from the past are still lingering which are affecting the averages as newly issued SPACs have come to market in the past year. Each has the same goal of bringing a target company...
Ocean Capital Acquisition Corporation (Nasdaq:OCACU) filed this morning for a $60 million offering to be underwritten by Brookline Capital Markets. This is only the second offering for Brookline where they will be in the position of sole bookrunner, with DT Cloud Acquisition Corporation being their first. However, Brookline has been a bookrunner to the right...