Crescent Term Kicks in and Starry (STRY) Adjusts Warrant Exercise Price

Starry Group Holdings (NYSE:STRY) announced this morning that it will be reducing the warrant exercise price and adjusting the redemption trigger price as a result of the Crescent Term being triggered.

Ahead of the shareholder vote for the FirstMark Horizon and Starry deal, a number of changes were made to the transaction, including increasing its PIPE size from $130 million to $140 million. It also adjusted the per share PIPE price from $10.00 to $7.50, both of which called the Crescent Term into play.

The Crescent term stipulates that it will be triggered based on three main criteria. For one, if the PIPE size and proceeds represent more than 60% of the issued equity in the deal. The second criteria is if the pre share price of any PIPE is struck below $9.20. The third criteria kicks in if the combined company trades below $9.20 for a 20 of 30 trading days VWAP beginning on the day preceding the closing of the combination.  For Starry, it triggered the first two when it announced the re-struck PIPE, but investors had to wait 30 days for the VWAP, which came in at approximately $7.92.

As a result, Starry will reduce the warrant exercise price from $11.50 per 1.2415 shares to $9.13 per 1.2415 shares. The company will also reduce the $18.00 per share redemption trigger price to $14.29 per share and adjust the $10.00 per share redemption trigger price to $7.94 per share. Each of these adjustments was effective as of the close of trading on Friday, April 22, 2022.

The Crescent Term’s “PIPE protection” represents a major advantage for warrant holders in situations such as this and gives Sponsors and target companies flexibility to amend their PIPE agreements while minimizing harm to investors.

As background, Starry completed its business combination with FirstMark Horizon Acquisition Corp. last month on March 18. FirstMark initially announced its $1.6 billion combination with the internet service provider last year on October 7.