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FirstMark Horizon (FMAC) Drops PIPE Price to $7.50 Following Vote
by Nicholas Alan Clayton on 2022-03-28 at 11:16am

FirstMark Horizon (NASDAQ:AMAO) announced this morning that it is working to close its combination with internet service provider Starry, but has made significant changes to the deal.

Shareholders voted to approve the transaction two weeks ago on March 16, but most likely redemptions and a decision that the post-transaction company would hold certain levels of debt prompted a re-negotiation with PIPE investors. The deal’s $130 million PIPE is now priced at $7.50 per share and Tiger Global agreed to invest an additional $10 million at this price, bringing the total PIPE to $140 million made up of 18,666,667 shares.

The parties also waived the deal’s $300 million minimum cash condition and it is expected to now produce $176 million in gross proceeds at an enterprise value of $1.76 billion, up from $1.65 billion at announcement. This implies all but about $36 million, or 91%, of FirstMark Horizon’s $414 million trust was redeemed, although the parties have not released official numbers.

In theory, this could trigger the SPAC’s crescent term as the PIPE proceeds at $7.50 now represent more than 60% of the issued equity in the deal. But, the combined company would have to hit a VWAP for the 20 days beginning the day preceding close below $9.20 in order for this to be triggered. The parties now aim to close the deal today with the combined company and begin trading on the NYSE under the symbol “STRY” March 29, so time will tell. Over the past 20 trading days, FirstMark Horizon has generally traded above $9.50 but hit a brief low of $7.91 on March 11.

Additionally, FirstMark Horizon’s sponsor has agreed to reduce its promote from 10,230,000 to 6,685,613 shares, which will be further divided to the lower of 1.2415 or 1,000,000 divided by the number FirstMark’s outstanding shares. The SPAC’s sponsor has also reduced the number of shares it stands to win back through earnouts down to 4,128,113 from 6,672,500. Of these, 2,224,167 are to be dispersed at a price target of $12.50, with the remainder coming at $15 and $17.50 in tranches of 951,973 shares each.
Reducing the PIPE price post-vote is a very unusual move, but most likely necessary. Once the Indebtedness condition to closing was waived, PIPE investors were no longer obligated to participate in the original PIPE. As a result, a renegotiation of PIPE terms was needed in order to keep investors in the deal.  However, given the amount of suspected redemptions, the lawyers might not have felt these changes were material enough to be problematic since this was occurring after the shareholder vote.
FirstMark initially announced its combination with Starry on October 7. Boston-based Starry provides wireless internet to consumers at gigabit speeds using narrow-wave technology.
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