SLAM CORP

ANNOUNCEDSLAM SLAMUSLAMW

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Filings

Transaction Details

PROPOSED BUSINESS COMBINATION: Lynk Global, Inc.

ENTERPRISE VALUE: $913.5 million
ANTICIPATED SYMBOL: LYNK

Slam Corp. entered into a definitive business combination agreement with Lynk Global, Inc.

  • Lynk is a patented, proven, and commercially-licensed satellite-direct-to-standard-mobile-phone system. Lynk allows commercial subscribers to send and receive text messages to and from space, via standard unmodified mobile devices. Lynk’s service has been tested and proven in over 25 countries and is currently being deployed commercially, based on 36 MNO commercial service contracts covering approximately 50 countries.
  • Lynk is currently providing cell broadcast (emergency) alerts, and two-way SMS messaging, and intends to launch voice and mobile broadband services in the future.

TRANSACTION

  • The combined company will operate as Lynk Global Holdings, Inc. and its common stock is expected to be publicly listed on Nasdaq under the ticker symbol “LYNK”.
  • The transaction values Lynk at a pre-money enterprise value of $800 million.
  • The boards of directors of Lynk and Slam have each approved the proposed Business Combination.
  • Completion of the proposed Business Combination is expected in the second half of 2024.


SPAC FUNDING

  • Expects $110 million of PIPE Equity to be raised.
  • Company Permitted Financing:
    • Any Company Financing that (individually or collectively) results in aggregate new cash investments in the Company equal to or less than $75,000,000, with the calculation of such amount expressly to exclude the aggregate dollar amount of any and all new cash investments in the Company at any closing of the Qualified Series B Financing, and also excluding the aggregate amount of any SAFEs or convertible notes of the Company that are outstanding as of the date of the BCA that are exchanged or converted in connection with any Company Financing.
  • Series B Financing:
    • The Required Funding Amount will be equal to or greater than $10,000,000 to be funded by a strategic investor as an investment in the Series B Financing.
    • The Qualified Series B Financing means the issuance of preferred stock of the Company for an aggregate new cash investment in the Company equal to or greater than $40,000,000, which amount must include the Required Funding Amount and which new cash investment amount will exclude the dollar amounts of any SAFEs or convertible notes of the Company that are then-outstanding as of the date of the BCA, other than the dollar amounts of any SAFEs of the Company issued from and after December 1, 2023.
  • Backstop Agreement:
    • SLAM and Topco entered into a Backstop Agreement with Antara (the “Investor”) pursuant to which, in the event that the Minimum Cash Condition is not met, the Investor has agreed, concurrently with the Closing, to offset any redemptions made by holders of SLAM’s Class A ordinary shares, through an investment of up to 2,500,000 Topco Shares, for an aggregate amount of up to $25,000,000 at a purchase price of $10.00 per share.
    • In connection with the execution of the Backstop Agreement, the Sponsor agreed to forfeit 5,000,000 SLAM Class B Ordinary Shares, one Business Day before the Domestication, and Topco agreed to issue 5,000,000 Topco Shares to the Investor, at the Closing, contingent upon the completion of each element of the Transaction.

EARNOUT

  • Sponsor Earnout:
    • 1,500,000 Topco Shares held in the aggregate by the Sponsor and the Other Class B Shareholders, on a pro rata basis per holder (the “Sponsor Earnout Shares”), shall become subject to vesting and shall vest if, and only when, within the Earnout Period (the period beginning on the Closing Date and ending on the date that is five years after the Closing Date), the VWAP of the Topco Shares on the Approved Stock Exchange over any 20 trading days within the preceding 30 trading days is equal to or greater than $12.00.
    • If the Sponsor Earnout Shares do not vest pursuant to the terms of the Business Combination Agreement prior to the end of the Earnout Period, the Sponsor shall forfeit the Sponsor Earnout Shares.
  • Sponsor Forfeiture:
    • The Sponsor Forfeiture shall consist of 5,875,000 SLAM Class B Shares, in the event, at the Closing:
      • (i) the sum of (A) the Private Placement Net Financing Amount plus (B) the Trust Amount is equal to or greater than the difference between (x) $110,000,000 minus (y) the Company Permitted Financings Amount (in aggregate new cash investments in the Company equal to or less than $75,000,000), AND
      • (ii) the sum of (1) the Private Placement Gross Financing Amount and (2) the Trust Amount (including the Backstop Amount, if any) is less than the difference between (x) $200,000,000 minus (y) the Company Permitted Financings Amount.
    • The Sponsor Forfeiture shall consist of 3,875,000 SLAM Class B Shares, in the event that, at the Closing:
      • (i) the sum of (A) the Private Placement Gross Financing Amount and (B) the Trust Amount (including the Backstop Amount, if any) is equal to or greater than the difference between (x) $200,000,000 minus (y) the Company Permitted Financings Amount.

LOCK-UP

  • Sponsor:
    • The Sponsor, A-Rod, Antara and the SLAM Parties will agree to be subject to:
      • (i) a twelve-month lock-up on 50% of the Topco Shares issued to each of the Parties, and
      • (ii) an eighteen-month lock-up on 50% of the Topco Shares issued to each of the Parties.
  • Company:
    • Each Lynk Holder will agree to be subject to:
      • (i) a six-month lock-up on 30% of the Topco Shares they hold, and
      • (ii) a twelve-month lock-up on 70% of the Topco Shares they hold.

NOTABLE CONDITIONS TO CLOSING

  • Lynk and Slam shareholder approvals
  • At the Closing, the sum of the Private Placement Net Financing Amount and the Trust Amount (including the Backstop Amount, if any) shall be not less than the sum of (a) $110,000,000 minus (b) the Company Permitted Financings Amount (in aggregate new cash investments in the Company equal to or less than $75,000,000) (the “Minimum Cash Closing Condition“).

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by either SLAM or Lynk:
    • (i) in the event the Closing has not occurred on or prior to August 31, 2024 (the “Outside Date“),
    • (ii) in the event the Qualified Series B Financing is not consummated by March 15, 2024, and
    • (iii) in the event SLAM has not entered into binding subscription agreements representing an aggregate private placement of at least the difference between (a) $85,000,000 minus (b) the Company Permitted Financings Amount, by May 31, 2024.

WARRANT EXCHANGE OFFER

  • If the holders of the Public SLAM Warrants approve the Warrant Conversion, then each Public SLAM Warrant and each Private SLAM Warrant that is issued and outstanding shall be converted into 0.25 newly issued SLAM Class A Shares.

ADVISORS

  • Lynk Global Advisors:
    • BTIG, LLC is serving as capital markets advisor, and DLA Piper LLP (US) is serving as legal counsel to BTIG, LLC
    • JonesTrading Institutional Services LLC is serving as financial advisor
    • Goodwin Procter LLP is serving as legal counsel
  • Slam Advisors:
    • Kirkland & Ellis LLP is serving as legal counsel

EXTENSION – 12/27/23 – LINK

  • The SPAC approved the extension until December 25, 2024
    • 16,257,204 shares were redeemed for approximately $10.85/Share
    • The Sponsor will deposit $80K per month to extend (x12)

SUBSEQUENT EVENT – 12/18/23 – LINK

  • The SPAC entered into a non-binding letter of intent with Lynk Global, Inc.
  • Based on the LOI, the Combined Company is expected to be valued at no less than $800 million upon listing, subject to current market conditions.
  • Lynk believes it is the world’s only patented, proven, and commercially-licensed satellite-direct-to-standard-mobile-phone system. Today, Lynk allows commercial subscribers to send and receive text messages to and from space, via standard unmodified mobile devices.

EXTENSION – 2/27/23 – LINK

  • The SPAC approved the extension until February 23, 2024.
    • 32,164,83 shares were redeemed for approximately $10.20/Share
    • The Sponsor will deposit $2.4M until 5/25/23 and $800K per month thereafter (x9)

MANAGEMENT & BOARD


Executive Officers

Alex Rodriguez, 45
Chief Executive Officer and Director

Alex Rodriguez founded A-Rod Corp in 2003, purchasing a duplex apartment building on the theory that investing his MLB earnings wisely would protect him from the kinds of financial struggles that afflict too many professional athletes. While best known during his baseball career as one of the world’s greatest athletes (a 14-time MLB All-Star and a 2009 World Series Champion with the New York Yankees), Mr. Rodriguez now leads a team of experts who aim to build high-growth businesses and enhance the value of more than 30 companies in the A-Rod Corp portfolio. Mr. Rodriguez invests in world-class startups and partners with leading global companies in a variety of industries. While he racked up extraordinary statistics on the field, Mr. Rodriguez simultaneously assembled an impressive team at A-Rod Corp, bought apartment units across the southeastern United States, and built a fully integrated real estate and development company. Following his success in real estate, Mr. Rodriguez has invested in a variety of sectors where he has expertise, including sports, wellness, media and entertainment and technology. He looks for long-term opportunities to not only provide financial capital but also employ his operational expertise and unique global perspective. Mr. Rodriguez is an Emmy Award-winning MLB analyst for Fox Sports and ESPN. Mr. Rodriguez has been a judge and investor on ABC’s Shark Tank, mentored financially distressed ex-athletes on CNBC’s Back in the Game, and currently co-hosts the podcast The Corp with Barstool Sports’ Dan Katz, interviewing chief executive officers, entrepreneurs and sports legends. Committed to creating opportunities for young people to succeed, Mr. Rodriguez serves on the Board of Directors of the Boys and Girls Clubs of Miami-Dade and the Boards of Trustees of the University of Miami and The Paley Center for Media.


Kelly Laferriere, 47
President

Kelly Leferriere, is the Chief Business Officer at A-Rod Corp, joining in June 2020 and working closely with Mr. Rodriguez to craft the investment and multimedia content strategy at A-Rod Corp. Ms. Laferriere is a business and brand builder with experience in both large companies and startups. She has played a pivotal role in the emergence of a number of global entertainment brands, most notably as part of the senior management team at ESPN and Six Flags. Ms. Laferriere has worked in sports, media, and entertainment for more than two decades. Her career began as a Producer at Disney’s ABC Television Group (“ABC”) from 1995 to 1999, where she rose to prominence managing ABC’s sports internet coverage during the internet boom. Ms. Laferriere then worked at ESPN as Vice President of Programming and Acquisitions from 1999 to 2005, and at Six Flags as Regional Vice President of Park Strategy and Management from 2006 to 2010. During Ms. Laferriere’s tenure at ESPN, Ms. Laferriere helped lead the team that acquired and managed the multimedia rights to a number of professional sports leagues, including the NFL, NBA, and NHL. In the same period, ESPN experienced considerable ratings growth, a merger with ABC Sports, and network expansion with the launch of ESPNews, ESPN Classic, and ESPN U. Ms. Laferriere departed ESPN in 2006 to join Six Flags, the world’s largest regional theme park company, and assisted with revamping the Six Flags’ performance, delivering an average of $93 million EBITDA annually for East Coast parks, which comprised 39% of Six Flags’ overall EBITDA during her tenure. Ms. Laferriere’s executive experience at ABC, ESPN, and Six Flags built her foundation in the sports, media and entertainment sectorThereafter, she became an influential independent consultant to a number of global brands and then served as the Chief Operating Officer of In Order to Succeed from 2015 to 2017. Most recently, Ms. Laferriere served as Senior Vice President of Content Strategy and Business Development at SellersEaston Media from 2016 to 2020. Ms. Laferriere earned a Bachelor of Arts from Georgetown University.


Chetan Bansal, 47
Chief Development Officer and Director

Chetan Bansal has served as Partner and Co-Head of Investment Research at Antara since March 2020. Mr. Bansal has 25 years of experience as a private market investor. Mr. Bansal specializes in providing capital and advice to early-stage, hyper-growth companies in varying capacities, including as a board member, minority owner and strategic investor. In addition, Mr. Bansal has significant experience investing in public market special situations, bankruptcies, stressed high-yield credit and levered equities. Prior to Antara, Mr. Bansal was Managing Director and Head of Illiquid Credit Solutions Group at BTIG from January 2019 to February 2020. Before joining BTIG, Mr. Bansal managed his family office from December 2017 to December 2018. Prior to that, Mr. Bansal co-managed a proprietary investment portfolio at Jefferies from January 2015 to September 2017. Prior to Jefferies, Mr. Bansal was a Director of Research at Citigroup, in its Distressed Debt Trading Group, from August 2008 to April 2012. Prior to Citigroup, Mr. Bansal spent six years in Silicon Valley, including four years at Cisco Systems in the Business Development Group from September 2001 to 2005, where he was charged with venture investments and strategic acquisitions. During his time at Crown Capital Partners from 1997 to 1999, Mr. Bansal wrote the business plan for Fresh Direct, a successful online grocer based in New York City, and sat on the boards of Cisco Systems Strategic India Counsel from 2003 to 2004, and board observer seats at Plaxo Inc from 2004 to 2005, which was acquired in 2008 by Comcast and CXO Systems from 2003 to 2004, which was acquired in 2004 by Cisco Systems. Mr. Bansal’s growth-stage equity investments include Via-On-Demand-Transit, an advanced micro-mobility company and SentinelOne, a cyber-security technology company. Mr. Bansal earned a Masters in Business Administration from the University of Chicago, Booth School of Business and a Bachelor of Arts in Computer Science from Northwestern University.


Ryan Bright [Appointed 10/4/23]
Chief Financial Officer

Ryan Bright possesses nearly 20 years of experience as a financial and investment executive. He has served as a Special Advisor for Direct Selling Acquisition Corp. since February 2021 and co-founded Direct Selling Capital Advisors in May 2019. Prior to Direct Selling Capital Advisors, Mr. Bright served as the President and Managing Partner of Lucidus Capital, LLC, a boutique transaction advisory firm. Earlier in his career, as a Managing Director, Mr. Bright was responsible for the Dallas office of an international investor relations firm focused on representing companies listed on both the Nasdaq and New York stock exchanges. Client companies ranged from $100 million to multi-billion dollar market capitalizations. From 2003 to 2007, Mr. Bright operated Fiducia Capital Management, LP, a registered investment advisory firm that he co-founded. Fiducia focused on managing portfolios of publicly traded equities for a number of private investment partnerships. Mr. Bright began his career in finance sourcing private equity transactions for a large Dallas, Texas-based family office and also served as a key investment advisor to one of the largest private family foundations in the State of Texas.


Joseph Taeid, 33 [Resigned 9/30/23]
Chief Financial Officer

Joseph Taeid has served as Investment Analyst at Antara since August 2018. Prior to Antara, from April 2015 to June 2018, Mr. Taeid spent three years as an Analyst at Aurelius Capital Management where he covered distressed securities and special situations equities. Prior to Aurelius, from July 2013 to March 2015, Mr. Taeid was a consult and key member of the investment team for Capitol Acquisition Corp. II, a SPAC that was founded by a former executive of The Carlyle Group. Prior to his work with a SPAC, Mr. Taeid worked as an Associate on the investment team at HIG Capital Management, a multi-billion global private equity firm, from November 2010 to June 2013. Mr. Taeid began his career in the Real Estate, Gaming and Lodging investment banking division of Bank of America Merrill Lynch in July 2009 where he analyzed mergers, acquisitions and financing opportunities for a variety of gaming and leisure companies. Mr. Taeid earned a Bachelor of Science in Finance and Accounting from New York University’s Stern School of Business, with a minor in Political Science from the College of Arts and Science.


Board of Directors

Himanshu Gulati, 41
Chairman

Prior to Antara, from February 2015 to January 2018, Mr. Gulati was the Head of U.S. Distressed Credit and Special Situations at Man GLG where he launched the GLG Select Opportunities Strategy in February 2015. During his tenure at Man GLG, Mr. Gulati was also a member of the GLG Risk Committee. Before joining Man Group, Mr. Gulati spent nine years at Perry Capital from April 2006 to January 2015, most recently as Managing Partner responsible for distressed securities and event/catalyst equities. Prior to his tenure at Perry Capital, from July 2005 to March 2006, Mr. Gulati was a distressed credit analyst at Rockview Capital, a credit hedge fund. Prior to his time at Rockview Capital, Mr. Gulati worked in investment banking within leveraged finance at Merrill Lynch from September 2003 to June 2005 and began his career in the accounting division of Goldman Sachs from July 2001 to August 2003. Mr. Gulati earned a Bachelor of Science in Finance from Binghamton University.


Jagdeep Singh, 53
Director

Mr. Singh co-founded QuantumScape (NYSE:QS) in 2010 where has currently serves as Chief Executive Officer and Chairman. Prior to joining QuantumScape, Mr. Singh was the founder and Chief Executive Officer at Infinera Corporation (NASDAQ:INFN), a telecommunications company, from 2001 to 2009. Mr. Singh holds a B.S. in Computer Science from the University of Maryland College Park, an M.B.A. from the University of California, Berkeley, Haas School of Business, and a M.S. in Computer Science from Stanford University.


Reggie Hudlin, 59
Director

Mr. Hudlin founded Hudlin Entertainment in 1997, where he currently serves as President. While Mr. Hudlin is best known for his creative involvement as a director, producer or screenwriter in The Black Panther, Django Unchained, Marshall, and Safety and the writer behind the Black Panther comic book series, Mr. Hudlin has become a prominent businessman in the entertainment industry. In 2005, Mr. Hudlin became the first President of Entertainment for Black Entertainment Television until his departure in 2008. Mr. Hudlin is currently a co-owner, of Milestone Media, which was founded in 1993. Committed to creating opportunities for the youth and underprivileged communities, Mr. Hudlin sits on the board of the UCLA School of Theater, Film and Television and has been honored by the NAACP, The American Civil Liberties Union, The United Negro College Fund, The African American Film Critics Association, and many more venerable organizations. Mr. Hudlin is a graduate of Harvard College.


Desiree Gruber, 53
Director

Ms. Gruber, a Peabody Award-winner, founded Full Picture, a brand accelerator, content production, communications, and consulting services company in 1999 and currently serves as Chief Executive Officer. As a notable entrepreneur, business strategist, and venture capitalist, Ms. Gruber co-founded the Project Runway television series in 2004 and co-founded Diagonal Ventures (“DGNL”) in 2016 with a goal to create real opportunities for women to achieve measurable success. DGNL invests in and architects transformational deals across the consumer, technology, and media spectrum in order to establish a legacy of female empowerment. Ms. Gruber also advises Anthos Capital, Pharrell Williams’ Something in the Water, and Chegg (NYSE:CHGG). A lifelong advocate for a more equitable and inclusive world, Ms. Gruber proudly serves on the boards of UNICEF USA, Tech:NYC, and God’s Love We Deliver.


Barbara Byrne, 66
Director

Ms. Bryne is the former Vice Chairman of Investment Banking at Barclays and at Lehman Brothers and was the first woman to be named Vice Chairman of either firm. Ms. Bryne worked as an investment banker at Barclays from 2008 to 2018 and Lehman Brothers from 1980 to 2008. Over the course of Ms. Bryne’s career, she has developed strategic corporate finance skills which have made her an invaluable candidate on several corporate boards. Ms. Bryne has served as an Independent Director for Hennessy Capital Investment Corp. V (NASDAQ:HCIC), a SPAC, since December 2020, and ViacomCBS (NASDAQ:VIAC) since December 2019, and previously served as an Independent Director of of CBS Corporation from September 2018 to December 2019. Ms. Bryne has also served as a member of the Investment Committee of Catalyst, a non-profit organization, since 2014, a member of the Audit Committee Leadership Network since January 2020 and is a Lifetime Member of the Council of Foreign Relations since 2013. As a staunch advocate for education, Ms. Bryne has served as a Trustee of the Institute of International Education since February 2019, a former member of the British American Business Council from 2013 to 2017 and a former Trustee of Mount Holyoke College, South Hadley from 2006 to 2016. Ms. Byrne’s success has cumulated in multiple awards including recognition as Top 5 of the “25 Most Powerful Women in Finance” for 8 consecutive years from 2017 and a Lifetime Achievement Award in Finance in October 2018. Ms. Bryne graduated from Mount Holyoke College.


Ann Berry, — [Appointed 3/11/22]
Director

Ann Berry has over 15 years of finance and investing experience. Ms. Berry has served as the Chief Investment Officer at Wheelhouse, the media, marketing and commerce platform, since February 2021. Ms. Berry leads Wheelhouse’s direct investments in high growth technology and consumer businesses. Ms. Berry also serves as a Senior Advisor at Cornell Capital, a $5 billion private investment firm founded by the former Vice Chairman of Goldman Sachs’ Merchant Banking Division. Ms. Berry was a Partner and Investment Committee member at Cornell Capital until January 2021 and previously spent her career in New York at Goldman Sachs’ Merchant Banking Division from 2008 to 2017. She began her career in London in Goldman Sachs’ Mergers & Strategic Advisory Group, followed by the European Merchant Banking Division. At Goldman Sachs and Cornell Capital, Ms. Berry invested private equity funds by executing on leveraged buy outs of businesses across sectors and served as a Director of PureStar Linen Group (CC PS Parent LLC), Blue Mistral, LLC, GCA Services Group, Inc., U.S. Security Associates, Inc., Interline Brands Inc. and Cognition Financial Corporation (formerly, The First Marblehead Corporation). Ms. Berry is a regular TV contributor on Bloomberg, CNBC and Fox Business Network. Ms. Berry earned a Bachelor of Arts with First Class honors from the University of Cambridge and a Master of Business Administration with High Distinction (Baker Scholar) from Harvard Business School, which she attended as a Kennedy Memorial Scholar.


Julian Nemirovsky [Appointed 12/4/23]
Director

Mr. Nemirovsky is the Founder and President of Long Castle Advisors, Corp., offering capital structure and related consulting services to operationally challenged and liquidity constrained businesses. He was formerly Head of Capital Markets at MacAndrews & Forbes, where he was responsible for managing all capital-structure matters relating to the firm’s portfolio companies and new investments. Prior to joining MacAndrews in 2020, he spent 8 years at MidOcean Credit Partners, where he held the title of Principal and Portfolio Manager. Prior to joining MidOcean in 2011, he was an Associate at Union Capital, a lower-middle market private equity firm. He began his career in 2006 as an Analyst in Goldman Sachs’ Leveraged Finance group within the Investment Banking division. Mr. Nemirovsky is currently a director of SIGA Technologies serving on the audit committee and compensation committee. Mr. Nemirovsky holds a BBA from Baruch College and an MBA from the Tuck School of Business (Dartmouth).


 

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