Sky Harbour Group Corporation (NYSE American: SKYH, SKYH WS)
(“SHG” or the “Company”), an aviation infrastructure company
building the first nationwide network of Home-Basing campuses for
business aircraft, today announced it entered into a Securities
Purchase Agreement on November 1, 2023 (the “Purchase Agreement”)
with investment vehicles managed by Altai Capital (collectively,
the “Investors”) for a private placement of 6,586,154 shares of
Class A Common Stock (the “PIPE Shares”) and warrants1 to purchase
up to 1,141,600 shares of Class Common Stock (the “PIPE Warrants”
and, together with the PIPE Shares, the “PIPE Securities”) for an
aggregate purchase price of $42,810,000 (the “Financing”). On a per
share basis, the purchase price is equivalent to approximately
$6.50 per share of Class A Common Stock and associated warrant
coverage.
In addition, pursuant to the Purchase Agreement, the Company
granted Altai Capital Falcon LP (“Altai Falcon”), the lead
Investor, the right to purchase up to an additional $15 million in
shares of Class A Common Stock and corresponding warrants on
similar terms and warrant coverage ratio as the Financing for a
period of 30 days.
Altai Falcon includes participations from accredited investors
including funds managed by 8VC, a technology focused investment
firm led by Joe Lonsdale, co-founder of Palantir Technologies, and
Raga Partners, a New York-based private investment firm. The
closing of the Financing (the “Closing”) occurred today in New
York, NY.
Joe Lonsdale of 8VC commented: “We are excited to join other
prominent Silicon Valley investors in Sky Harbour. We love the
business and we love the Sky Harbour offering. We know this team
well and are absolutely eager to get behind them and fly Sky
Harbour to new heights.” 8VC co-founder Jake Medwell added, “8VC is
excited to be involved with Sky Harbour. I’ve spent most of the
last decade thinking about transportation and logistics and how the
landscape is changing. This is by far one of the most exciting and
unique opportunities I have come across.”
Tal Keinan, Sky Harbour CEO, commented: “This investment, and
this particular investor group, represent a strategic milestone for
Sky Harbour. Our new partners include some of the savviest players
in Business Aviation. Sky Harbour is about to get bigger, faster
and better.”
Altai Capital’s founder, Rishi Bajaj commented, “We are
enthusiastic about Sky Harbour’s prospects and this investment
opportunity and are excited to partner with the Company as it
develops premium airport hangar infrastructure at key business and
general aviation airports in the US.”
The Altai Capital investors join long-term Sky Harbour
shareholders including the Boston Omaha Corporation, Due West
Partners and Center Capital. Jordan Moelis of Center Capital
commented: “With seven airport leases and counting, we believe this
is only the beginning. There is an incredible opportunity in front
of Sky Harbour.” Alex Valner also of Center Capital added: “Strong
leadership, a great platform, and macro tailwinds for aviation make
Sky Harbour one of Center Capital’s most valued holdings.”
The Purchase Agreement includes certain covenants, including a
limitation on the Company’s use of the net proceeds from the
Financing and certain customary standstill restrictions for a
period of 90 days. In addition, the Investors entered into a
six-month customary lock-up agreement beginning on the Closing
date. The composition of the board of directors and corporate
governance of the Company will remain unchanged.
The PIPE Securities were offered and sold in transactions exempt
from registration under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on Section 4(a)(2) thereof and Rule
506 of Regulation D thereunder. Each of the Investors represented
that it was an “accredited investor,” as defined in Regulation D,
and acquired the PIPE Securities for investment only and not with a
view towards, or for resale in connection with, the public sale or
distribution thereof. The PIPE Securities have not been registered
under the Securities Act and such PIPE Securities may not be
offered or sold in the United States absent registration or an
exemption from registration under the Securities Act and any
applicable state securities laws.
Morrison & Foerster acted as legal advisor to the Company
and Schulte Roth + Zabel LLP to Altai Capital.
About Sky Harbour Group Corporation
Sky Harbour Group Corporation is an aviation infrastructure
company developing the first nationwide network of Home-Basing
campuses for business aircraft. The company develops, leases and
manages general aviation hangars across the United States. Sky
Harbour’s Home-Basing offering aims to provide private and
corporate customers with the best physical infrastructure in
business aviation, coupled with dedicated service tailored to based
aircraft, offering the shortest time to wheels-up in business
aviation. To learn more, visit www.skyharbour.group.
About Altai Capital
Altai Capital is a technology-focused investment firm founded in
2009 by Rishi Bajaj. Altai Capital makes long-term investments
across a diverse range of financial instruments, including debt,
private equity, venture capital, and publicly traded securities. To
learn more, visit www.altai.com.
Forward Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995,
including statements about the financial condition, results of
operations, earnings outlook and prospects of SHG may include
statements for the period following the consummation of the
business combination. When used in this press release, the words
“plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “should,” “would” and
other similar words and expressions (or the negative versions of
such words or expressions) are intended to identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. The forward-looking statements
are based on the current expectations of the management of SHG as
applicable and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, those discussed and identified in the
public filings made or to be made with the SEC by SHG, including
the filings described above, regarding the following: expectations
regarding SHG’s strategies and future financial performance,
including its future business plans, expansion plans or objectives,
prospective performance and opportunities and competitors,
revenues, products and services, pricing, operating expenses,
market trends, liquidity, cash flows and uses of cash, capital
expenditures, and SHG’s ability to invest in growth initiatives;
SHG’s ability to scale and build the hangars currently under
development or planned in a timely and cost-effective manner; the
implementation, market acceptance and success of SHG’s business
model and growth strategy; the success or profitability of SHG’s
hangar facilities; SHG’s future capital requirements and sources
and uses of cash; SHG’s ability to obtain funding for its
operations and future growth; developments and projections relating
to SHG’s competitors and industry; the ability to recognize the
anticipated benefits of the business combination; geopolitical risk
and changes in applicable laws or regulations; the possibility that
SHG may be adversely affected by other economic, business, and/or
competitive factors; operational risk; risk that the COVID-19
pandemic, and local, state, and federal responses to addressing the
pandemic may have an adverse effect on SHG’s business operations,
as well as SHG’s financial condition and results of operations.
Should one or more of these risks or uncertainties materialize or
should any of the assumptions made by the management of SHG prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. SHG undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
1 The PIPE Warrants are governed by the Warrant Agreement, dated
as of October 21, 2020, by and between the Company and Continental
Stock Transfer and Trust Company, and, following Securities Act
registration and Lock-up Agreement expiration, are expected to
trade under the ticker SKYH WS with the Company’s existing
warrants. The PIPE Warrants are exercisable at an exercise price of
$11.50 per share, subject to adjustment as set forth therein, and
will expire on January 25, 2027. For further information regarding
the terms of the PIPE Warrants, see the section entitled “Warrants”
in Exhibit 4.4 (Description of Securities) to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
filed with the Securities and Exchange Commission (the “SEC”) on
March 24, 2023.
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version on businesswire.com: https://www.businesswire.com/news/home/20231102395455/en/
SKYH Investor Relations: investors@skyharbour.group Attn:
Francisco X. Gonzalez, CFO
Sky Harbour (AMEX:SKYH)
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