Item 8.01 Other Events.
On August 25, 2021, Sky announced that its subsidiary, Sky Harbour Capital LLC
("SH Capital"), entered into an agreement for $166.34 million in financing
through the sale of Series 2021 private activity tax-exempt senior bonds through
municipal conduit issuer, Public Finance Authority ("PFA"). SH Capital and its
subsidiaries Sky Harbour Sugar Land Airport, LLC, Sky Harbour Opa Locka Airport,
LLC, Nashville Hangars LLC, APA Hangars LLC, and DVT Hangars LLC will constitute
an Obligated Group, the property and revenues of which will secure the bonds on
a joint and several basis.
The bond issuance consists of unrated senior fixed rate tax-exempt bonds with
three term maturities, in 2036, 2041 and 2054, with principal amortization from
2032 thru 2054 (average life of 24 years). The term bonds were priced to yield
3.80% (2036), 4.00% (2041) and 4.25% (2054). Goldman, Sachs & Co. LLC served as
lead bookrunner and Barclays Capital, Inc. served as co-managing underwriter.
As part of the plan of finance, SHG will be contributing $68 million in equity
to the Obligated Group. It is expected that this equity contribution, together
with the bond proceeds, will be used to refinance existing debt and fund a
development program at five airports consisting of 8 existing hangars and 74 new
hangars in various phases located at Miami-Opa Locka Executive Airport, Sugar
Land Regional Airport, Nashville International Airport, Centennial Airport and
Phoenix Deer Valley Airport. As previously announced, Boston Omaha's $55
million investment in SHG will close immediately prior to the closing of the
bond transaction.
The bonds are expected to be issued on or about September 14, 2021, subject to
customary closing conditions.
Additional Information
Yellowstone intends to file 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,
when available, 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, 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 will also be in the proxy statement of
Yellowstone 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 directors 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 Boston
Omaha's, 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 Boston Omaha's, 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 failure of Sky to consummate the private activity
bond financing discussed herein; (v) 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; (vi) the risk that the Business
Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (vii) 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;
(viii) costs related to the Business Combination; (ix) changes in applicable
laws or regulations; (x) the possibility that Sky or the combined company may be
adversely affected by other economic, business, and/or competitive factors; (xi)
potential future dilution in BOC YAC's equity holdings in Sky, and (xi) other
risks and uncertainties indicated in the proxy statement, including those under
the section entitled "Risk Factors", and in Boston Omaha's and 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 for the year ended December 31, 2020, as amended and 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.
That bond offering discussed herein is being made through a Preliminary
Offering Statement ("POS"), which contains a number of disclosures regarding SH
Capital and the Obligated Group for such bonds. The POS disclosure includes
projections regarding the future business obligations of the Obligated Group and
other disclosure pertaining to the Obligated Group. Because the POS disclosure
has been drafted to convey information concerning only the Obligated Group, such
disclosure should not be relied upon in making an investment decision regarding
Yellowstone or Boston Omaha.
Yellowstone intends to file 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,
when available, 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.
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