Jack Creek Investment Corp. (“Jack Creek”) (NASDAQ: JCIC), a
special purpose acquisition company, and Bridger Aerospace Group
Holdings, LLC (“Bridger Aerospace”), a leading independent provider
of aerial firefighting services, announced that the Securities and
Exchange Commission (the “SEC”) has declared effective as of
December 16, 2022 the registration statement (the “Registration
Statement”) on Form S-4 of Wildfire New PubCo, Inc. (“New Bridger”)
in connection with the previously announced business combination
between Jack Creek and Bridger Aerospace.
Jack Creek has established a record date of
November 30, 2022 (the “Record Date”) and announced it will hold an
extraordinary general meeting of shareholders (the “Extraordinary
General Meeting”) at 9:00 a.m. Eastern Time on January 10, 2023, to
approve the business combination with Bridger Aerospace.
Shareholders of record as of the Record Date will be entitled to
receive notice of and to vote at the Extraordinary General
Meeting.
The closing of the business combination is subject
to approval by Jack Creek’s shareholders and the satisfaction of
other customary closing conditions. The business combination is
expected to close promptly after the Extraordinary General Meeting.
Upon closing, the combined company will be named “Bridger Aerospace
Group Holdings, Inc.” and its common stock and warrants are
expected to list on the Nasdaq Capital Market under the ticker
symbols “BAER” and “BAERW,” respectively.
As previously announced, and as further described
in the Registration Statement, the combined company will have an
implied $915 million pro forma enterprise value, assuming no
redemptions by Jack Creek’s shareholders. The transaction, which
does not have a minimum cash requirement or require a PIPE
offering, is expected to deliver up to approximately $345 million
of cash to Bridger Aerospace’s balance sheet, assuming no
redemptions by Jack Creek’s public shareholders and before payment
of transaction expenses. Even without assuming any cash from the
transaction, Bridger Aerospace is well-positioned financially to
further expand its fleet and explore proprietary strategic
investments to complete its growth plans for 2023.
Extraordinary General Meeting
Details
The meeting will be held at the offices of Weil,
Gotshal & Manges LLP located at 767 Fifth Avenue, New York, NY
10153 on January 10, 2023 at 9:00 a.m. Eastern Time.
The meeting will also be held virtually via live
webcast. Rather than attending in person, we encourage Jack Creek’s
shareholders to attend the Extraordinary General Meeting via live
webcast at https://www.cstproxy.com/jackcreekinvestmentcorp/2023,
where they will be able to listen to the meeting live and vote
during the meeting. We are pleased to utilize virtual shareholder
meeting technology to (i) provide ready access and cost savings for
Jack Creek shareholders and Jack Creek and (ii) protect the health
and safety of our shareholders. To register and receive access to
the hybrid virtual meeting, registered shareholders and beneficial
shareholders (those holding shares through a stock brokerage
account or by a bank or other holder of record) will need to follow
the instructions applicable to them provided in the proxy statement
distributed by Jack Creek in connection with Extraordinary General
Meeting.
Every shareholder’s vote is important, regardless
of the number of shares held. If you have any questions or need
assistance voting, please contact D.F. King & Co., Inc., our
proxy solicitor, by calling (888) 567-1626, or banks and brokers
can call collect at (212) 269-5550 or by emailing
JCIC@dfking.com.
Advisors
Sidley Austin LLP is serving as legal advisor to
Bridger Aerospace. Weil, Gotshal & Manges LLP is serving as
legal advisor to Jack Creek. UBS Investment Bank is serving as
capital markets advisor to Jack Creek. Mayer Brown LLP is serving
as legal advisor to UBS Investment Bank.
About Bridger Aerospace
Based in Bozeman, Montana, Bridger Aerospace Group
Holdings, LLC is one of the nation’s largest privately held aerial
firefighting companies. Bridger Aerospace is committed to utilizing
its team, aircraft and technology to save lives, property and
habitats threatened by wildfires. Bridger Aerospace provides aerial
firefighting and wildfire management services to federal and state
government agencies, including the United States Forest Service,
across the nation. More information about Bridger Aerospace is
available at https://www.bridgeraerospace.com.
About Jack Creek
Jack Creek is a special purpose acquisition
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. More
information about Jack Creek is available at
https://www.jackcreekinvestmentcorp.com/ir-resources/investor-faqs.
Investor Contacts
Jack Creek Investor Contact
Lauren Ores KSH Capital 212-710-5073
lores@kshcapital.com
Bridger Aerospace Investor Contact
Alison Ziegler Darrow Associates 201-220-2678
aziegler@darrowir.com
No Offer or Solicitation
This press release does not constitute an offer to
sell, or a solicitation of an offer to buy, or a recommendation to
purchase, any securities in any jurisdiction, or the solicitation
of any vote, consent or approval in any jurisdiction in connection
with the potential business combination between Bridger Aerospace
and Jack Creek and related transactions (the “Potential Business
Combination”), nor shall there be any sale, issuance or transfer of
any securities in any jurisdiction where, or to any person to whom,
such offer, solicitation or sale may be unlawful under the laws of
such jurisdiction. This press release does not constitute either
advice or a recommendation regarding any securities. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward Looking Statements
Certain statements included in this press release
are not historical facts but are forward-looking statements,
including for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such
as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “target,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, (1) references with
respect to the anticipated benefits of the Potential Business
Combination and anticipated closing timing; (2) the sources and
uses of cash of the Potential Business Combination; (3) the
anticipated capitalization and enterprise value of the combined
company following the consummation of the Potential Business
Combination; (4) current and future potential commercial and
customer relationships; and (5) anticipated investments in
additional aircraft, capital resource, and research and development
and the effect of these investments. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of Jack Creek’s and
Bridger Aerospace’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Bridger
Aerospace. These forward-looking statements are subject to a number
of risks and uncertainties, including: changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the Potential Business Combination, including the risk
that any required stockholder or regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the Potential Business Combination is not obtained;
failure to realize the anticipated benefits of the Potential
Business Combination; risks relating to the uncertainty of the
projected financial information with respect to Bridger Aerospace;
Bridger Aerospace’s ability to successfully and timely develop,
sell and expand its technology and products, and otherwise
implement its growth strategy; risks relating to Bridger
Aerospace’s operations and business, including information
technology and cybersecurity risks, loss of requisite licenses,
flight safety risks, loss of key customers and deterioration in
relationships between Bridger Aerospace and its employees; risks
related to increased competition; risks relating to potential
disruption of current plans, operations and infrastructure of
Bridger Aerospace as a result of the announcement and consummation
of the Potential Business Combination; risks that Bridger Aerospace
is unable to secure or protect its intellectual property; risks
that the post-business combination company experiences difficulties
managing its growth and expanding operations; the ability to
compete with existing or new companies that could cause downward
pressure on prices, fewer customer orders, reduced margins, the
inability to take advantage of new business opportunities, and the
loss of market share; the amount of redemption requests made by
Jack Creek’s shareholders; the impact of the COVID-19 pandemic; the
ability to successfully select, execute or integrate future
acquisitions into the business, which could result in material
adverse effects to operations and financial conditions; and those
factors discussed in the sections entitled “Risk Factors” and
“Special Note Regarding Forward-Looking Statements” in Jack Creek’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2022, Jack Creek’s Annual Report on Form 10-K for the year ended
December 31, 2021, and in those documents that Jack Creek or New
Bridger has filed, or will file, with the SEC. If any of these
risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. The risks and uncertainties above are
not exhaustive, and there may be additional risks that neither Jack
Creek nor Bridger Aerospace presently know or that Jack Creek and
Bridger Aerospace currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward looking statements
reflect Jack Creek’s and Bridger Aerospace’s expectations, plans or
forecasts of future events and views as of the date of this press
release. Jack Creek and Bridger Aerospace anticipate that
subsequent events and developments will cause Jack Creek’s and
Bridger Aerospace’s assessments to change. However, while Jack
Creek and Bridger Aerospace may elect to update these
forward-looking statements at some point in the future, Jack Creek
and Bridger Aerospace specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Jack Creek’s and Bridger Aerospace’s assessments as of
any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Important Information for Shareholders and
Investors
The Potential Business Combination will be
submitted to shareholders of Jack Creek for their consideration and
approval at a special meeting of shareholders. Jack Creek and
Bridger Aerospace prepared the Registration Statement on Form S-4
for New Bridger that was declared effective by the SEC on December
16, 2022, which includes a definitive proxy statement which is
being distributed to Jack Creek’s shareholders in connection with
Jack Creek’s solicitation for proxies for the vote by Jack Creek’s
shareholders in connection with the Potential Business Combination
and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to
be issued to Jack Creek’s shareholders and certain of Bridger
Aerospace’s equityholders in connection with the completion of the
Potential Business Combination. Jack Creek is mailing the
definitive proxy statement and other relevant documents to its
shareholders as of the Record Date. Jack Creek’s shareholders and
other interested persons are advised to read the definitive proxy
statement/prospectus in connection with Jack Creek’s solicitation
of proxies for its special meeting of shareholders to be held to
approve, among other things, the Potential Business Combination,
because these documents contain important information about Jack
Creek, Bridger Aerospace and the Potential Business Combination.
Shareholders may also obtain a copy of the definitive proxy
statement as well as other documents filed with the SEC regarding
the Potential Business Combination and other documents filed with
the SEC by Jack Creek, without charge, at the SEC’s website located
at https://www.sec.gov. Copies of these filings may be
obtained free of charge on Jack Creek’s “Investor Relations”
website at https://www.jackcreekinvestmentcorp.com or by
directing a request to KSH Capital LP, Attention: Lauren Ores, 386
Park Avenue South, Floor 20, New York, NY 10016.
Participants in the
Solicitation
Jack Creek and Bridger Aerospace and their
respective directors and executive officers, under SEC rules, may
be deemed to be participants in the solicitation of proxies of Jack
Creek’s shareholders in connection with the Potential Business
Combination. Investors and security holders may obtain more
detailed information regarding Jack Creek’s directors and executive
officers in Jack Creek’s filings with the SEC, including Jack
Creek’s Annual Report on Form 10-K filed with the SEC on March 21,
2022. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to Jack
Creek’s shareholders in connection with the Potential Business
Combination, including a description of their direct and indirect
interests, which may, in some cases, be different than those of
Jack Creek’s shareholders generally, is set forth in the
Registration Statement. Shareholders, potential investors and other
interested persons should read the Registration Statement carefully
before making any voting or investment decisions.
This press release is not a substitute for the
Registration Statement or for any other document that Jack Creek or
New Bridger has filed and may file with the SEC in connection with
the Potential Business Combination. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain free copies of other
documents filed with the SEC by Jack Creek and New Bridger through
the website maintained by the SEC at https://www.sec.gov.
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