Item 8.01 Other Information.
Sky has been selected by the Town of Addison, Texas, to establish a new private
hangar complex at its Dallas-area airport (KADS). KADS will be Sky's sixth
project in the U.S. Its campus at Houston-area Sugar Land Regional Airport,
consisting of 13 NFPA Group 3 modular hangars ranging from 8,000 to 16,000
square feet each, is now operational, while construction is underway on
facilities at Nashville International and Florida's Miami Opa-Locka Executive
Airports. Those locations are expected to begin opening in the second half
of 2022. Additional hangar groupings at Denver Centennial and Phoenix Deer
Valley airports are currently in the site-development stage. At KADS, Sky is
planning to build six hangars on the east side of the runway for an approximate
total of 110,000 square feet of aircraft storage space, as well as add another
2.3 acres of ramp. A timeline for construction has not yet been established.
In addition, Sky has entered into a preliminary non-binding letter of intent to
acquire an existing operating multi-hangar facility, including additional
developable land, located in the St. Louis metropolitan area. Terms of the
transaction are subject to a confidentiality agreement until such time as a
definitive agreement is executed and the acquisition is subject to approvals
from the owner of the land on which the hangars are leased. There can be no
assurance that the parties will enter into a definitive agreement or receive all
necessary approvals required to consummate the transaction. . t
Additional Information
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, 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) Sky's ability to successfully develop and construct a
new private hangar complex at KADS and commence operations at KADS; (v) Sky's
ability to successfully build six hangars at KADS for an approximate total of
110,000 square feet of aircraft storage space, as well as adding 2.3 acres of
ramp; (vi) Sky's ability to successfully complete construction and commence
operations by the second half of 2022 at its Nashville International and
Florida's Miami Opa-Locka Executive Airport locations; (vii) Sky's ability to
successfully complete its current development stage additional hangar groupings
at Denver Centennial and Phoenix Deer Valley airports; (viii) Sky's ability to
complete the acquisition of the St. Louis facility and to build out additional
hangar facilities on the leased St. Louis site; (ix) 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; (x) the risk that the
Business Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (xi) 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; (xii)
costs related to the Business Combination; (xiii) changes in applicable laws or
regulations; (xiv) the possibility that Sky or the combined company may be
adversely affected by other economic, business, and/or competitive factors; (xv)
potential future dilution to stockholders in their equity holdings in Sky, and
(xvi) 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.
The bond offering discussed herein was 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 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, 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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