BOA Acquisition Corp. (BOAS) Shareholders Approve Selina Deal

BOA Acquisition Corp. (NYSE:BOAS) announced this morning that its shareholders have approved its combination with hospitality brand Selina at a special meeting held on Friday.

Holders of approximately 89.7% of BOA’s issued and outstanding shares were present at the special meeting and more than 83% of the votes were cast in favor of the business combination.

The SPAC secured $147.5 million in convertible note financing earlier this year in April. The notes, which are due in 2026, hold a 6% interest rate, are payable semi-annually, and will convert at a $11.50 per share price.

BOA originally had a minimum cash condition of $70 million, but it was later lowered to $55 million in July, and had already secured a $55 million PIPE at the combination announcement, plus a $15 million minimum equity backstop from BOA’s sponsor. An investor also funded $10 million to Selina under the original subscription agreement in July and, in exchange for the pre-payment, Selina agreed to pay the investor a pre-payment fee at the closing of the deal in the form of 250,000 ordinary shares. The SPAC originally funded the deal with about $230 million from its current trust, before any redemptions.

The parties expect the deal to close upon satisfaction of all closing conditions. Upon listing, Selina’s common stock and warrants will be trading on Nasdaq under the new ticker symbols “SLNA” and “SLNAW,” respectively.

The parties initially announced the $942 million combination on December 2.  The London-based company is one of the world’s largest hospitality brands built to accommodate co-working, recreation, wellness, and local experiences.

ADVISORS

• PJT Partners is acting as financial and capital markets advisor to Selina, and BofA Securities, Inc. is acting as capital markets advisor.
• Morgan, Lewis & Bockius LLP is acting as legal advisor to Selina.
• PJT Partners, UBS Investment Bank and BTIG, LLC are acting as joint placement agents on the private placement.
• BTIG, LLC is acting as capital markets advisor to BOA. King & Spalding LLP is acting as legal advisor to BOA.