--Sky Harbour Group LLC Agrees to Waive
Minimum Financing Condition to Complete Business
Combination
Yellowstone Acquisition Company (the “Company” or “Yellowstone”)
(NASDAQ:YSAC, YSACU, YSACW), a special purpose acquisition company,
announced today that Boston Omaha Corporation, through its
subsidiary BOC YAC, LLC, has agreed to provide $45 million of PIPE
financing in connection with the closing of the potential business
combination with Sky Harbour LLC (“Sky”), in addition to the $55
million Series B investment that will convert to Class A common
stock upon completion of the business combination. Boston Omaha is
committing $100 million in total to Sky for the acceleration of
Sky’s business plan. The PIPE Financing will be provided through
the purchase of Yellowstone Class A common stock at a price of
$10.00 per share immediately prior to the closing of the business
combination. BOC YAC, LLC has executed a PIPE Subscription
Agreement to provide the additional $45 million in equity
financing. In consideration of the investment, Sky has agreed to
waive the $150 million minimum financing condition (as described
below) which required that the Company deliver cash proceeds of at
least $150 million (after payment of certain expenses) to Sky as a
condition precedent to consummating the business combination.
The Equity Purchase Agreement the parties entered into on August
1, 2021 required that Boston Omaha provide to Sky a backstop
(consisting of securities and/or cash) through the purchase of
additional shares of YAC Class A common stock, at a price of $10.00
per share immediately prior to the consummation of the business
combination if needed, as described below (the “Back-Stop
Financing”) in the event that (i) the amount of cash available in
the Trust Account immediately prior to closing after deducting only
the amounts payable to holders who have validly redeemed their
Class A Common Stock plus (ii) the BOC YAC previous investment of
$55 million, and (iii) any additional financing amounts (including
through a Subsequent PIPE) actually received prior to or
substantially concurrently with the closing is less than $150
million (the “Minimum Available Buyer Financing Amount”),
Yellowstone and Sky have agreed that the funding of the BOC PIPE
will be in lieu of, and will satisfy, Boston Omaha’s obligation to
provide the Backstop Financing. The sum of (i), (ii) and (iii) in
the preceding sentence, plus the amount of Back-Stop Financing
actually funded, if any, is referred to as the “Available Buyer
Financing.” The Back-Stop Financing was to be funded in an amount
not to exceed $45 million which would be sufficient to cause the
Available Buyer Financing to equal the Minimum Available Buyer
Financing Amount. Instead, the BOC PIPE will be funded in
accordance with the terms of the BOC PIPE Subscription
Agreement.
About Sky Harbour LLC
Sky Harbour LLC is an aviation infrastructure company building
the first nationwide network of Home-Basing solutions for business
aircraft. The Company develops, leases and manages business
aviation hangars across the United States based on its proprietary
targeting and acquisition model, targeting airfields with
significant hangar supply and demand imbalances in the largest US
markets. Sky’s hangar campuses feature exclusive private hangars
and a full suite of dedicated services specifically designed for
home-based aircraft. Benefits of the Sky Harbour Home-Basing model
include security, efficiency of flight and maintenance operations,
and enhanced safety and complete privacy. Sky Harbour LLC is
incorporated in Delaware and headquartered at Westchester County
Airport, New York.
About Yellowstone Acquisition Company
Yellowstone Acquisition Company is a blank check company formed
for the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. In October 2020,
Yellowstone Acquisition Company consummated a $136 million initial
public offering (the “IPO”) of 13,598,898 units (including the
underwriters’ exercise of a majority of its over-allotment option),
each unit consisting of one of the Company’s Class A ordinary
shares and one-half warrant, each whole warrant enabling the holder
thereof to purchase one Class A ordinary share at a price of $11.50
per share. Yellowstone’s securities are quoted on the Nasdaq stock
exchange under the ticker symbols YSAC, YSACU and YSACW.
Additional Information on the Proposed Business
Combination
Yellowstone has filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the proposed business combination, Yellowstone will mail the
definitive proxy statement and other relevant documents to its
stockholders. This communication does not contain all the
information that should be considered concerning the business
combination. It is not intended to provide the basis for any
investment decision or any other decision in respect to the
proposed business combination. Yellowstone’s stockholders and
other interested persons are advised to read the preliminary proxy
statement, any amendments thereto, and the definitive proxy
statement in connection with Yellowstone’s solicitation of proxies
for the special meeting to be held to approve the business
combination as these materials will contain important information
about SKY and Yellowstone and the proposed the business
combination. The definitive proxy statement will be mailed to
the stockholders of Yellowstone as of a record date to be
established for voting on the business combination. Such
stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC’s website at
http://www.sec.gov.
Participants in the Solicitation
Yellowstone, BOC Yellowstone, LLC (the sponsor of the
Yellowstone initial public offering) and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Yellowstone’s stockholders in connection
with the business combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the business combination of Yellowstone’s directors
and officers in Yellowstone’s filings with the SEC, including
Yellowstone’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, which was filed with the SEC on March 12, 2021,
as amended on May 24, 2021 and such information and names of SKY’s
directors and executive officers in the preliminary proxy
statement, as amended and in the definitive proxy statement when
filed for the business combination. Stockholders can obtain
copies of Yellowstone’s filings with the SEC, without charge, at
the SEC’s website at www.sec.gov.
SKY and its managers and executive officers may also be deemed
to be participants in the solicitation of proxies from
Yellowstone’s stockholders in connection with the business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the business
combination will be included in the proxy statement for the
business combination when available.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the business combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Forward-Looking Statements
This communication includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act that are not historical facts and
involve risks and uncertainties that could cause actual results to
differ materially from those expected and projected. All
statements, other than statements of historical fact contained in
this communication including, without limitation, statements
regarding Yellowstone’s or SKY’s financial position, business
strategy and the plans and objectives of management for future
operations; anticipated financial impacts of the business
combination; the satisfaction of the closing conditions to the
business combination; and the timing of the completion of the
business combination, are forward-looking statements. Words such as
“expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and
variations and similar words and expressions are intended to
identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but
reflect management’s current beliefs, based on information
currently available. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of
these factors are outside Yellowstone’s and SKY’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (i) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Equity Purchase Agreement or could otherwise
cause the business combination to fail to close; (ii) the outcome
of any legal proceedings that may be instituted against Yellowstone
and SKY following the execution of the Equity Purchase Agreement
and the business combination; (iii) any inability to complete the
business combination, including due to failure to obtain approval
of the stockholders of Yellowstone or other conditions to closing
in the Equity Purchase Agreement; (iv) the inability to maintain
the listing of the shares of common stock of the post-acquisition
company on The Nasdaq Stock Market following the business
combination; (v) the risk that the business combination disrupts
current plans and operations as a result of the announcement and
consummation of the business combination; (vi) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably and retain its key employees; (vii) costs related to the
business combination; (viii) changes in applicable laws or
regulations; (ix) the possibility that SKY or the combined company
may be adversely affected by other economic, business, and/or
competitive factors; and (x) other risks and uncertainties
indicated in the proxy statement, including those under the section
entitled “Risk Factors”, and in Yellowstone’s other filings with
the SEC.
Yellowstone cautions that the foregoing list of factors is not
exclusive. Yellowstone cautions readers not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. For information identifying important factors that could
cause actual results to differ materially from those anticipated in
the forward-looking statements, please refer to the Risk Factors
section of Yellowstone’s Annual Report on Form 10-K filed with the
SEC as well as the risk factors set forth in the preliminary proxy
statement, as amended, as filed with the SEC. Yellowstone’s
securities filings can be accessed on the EDGAR section of the
SEC’s website at www.sec.gov. Except as expressly required by
applicable securities law, Yellowstone disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20211222005612/en/
Investor Contact: Catherine Vaughan
contact@yellowstoneac.com
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