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Seaport Global Acquisition II Corp. *

Seaport Global Acquisition II Corp. *

Nov 1, 2021 by sam.beattie

LIQUIDATION – 11/21/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares was not mentioned at this time, but the SPAC has until 12/19 to complete a business combination
    • The per-share redemption price will be approximately $10.78

The below-announced combination was terminated on 11/21/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: American Battery Materials Holdings [Terminated]

ENTERPRISE VALUE: $225 million
ANTICIPATED SYMBOL: tbd

Seaport Global Acquisition II Corp. proposes to combine with American Battery Materials Holdings.

American Battery Materials, Inc., (OTC Pink: BLTH), is a U.S.-based environmentally responsible critical minerals exploration and development company focused on Direct Lithium Extraction (DLE) as well as other minerals for refining, processing, and distribution to support the country’s urgent critical minerals need to bolster long-term energy transition and the electrification of the US domestic and global economy.

EXTENSION – 8/14/23 – LINK

  • The SPAC approved the extension from August 19, 2023 to February 19, 2024.
    • 861,019 shares were redeemed for $10.56 per share.
    • $0.04/share per month will be deposited into the trust account.

TRANSACTION

  • The combined company will have an estimated pro-forma enterprise value of $225 million.
  • It is intended that 100% of existing ABM shareholders will roll over their equity and own approximately 70% of the pro forma equity of the combined company in connection with the Proposed Business Combination
  • The transaction is expected to close in the fourth quarter of 2023

SPAC FUNDING

  • Prepaid Forward Purchase Agreement
    • Meteora is expected to purchase up to 4,200,000 shares of SGII Class A common stock, subject to a cap of 9.9% of outstanding shares after the Transactions.
      • The purchase will be made at a price per share no higher than the redemption price paid to redeeming SGII public shareholders.
      • The total purchase amount could be around $43 million based on the current redemption price.
      • If Meteora purchases fewer than 4,200,000 shares, it will receive warrants to purchase the remaining shares.
      • The form of the warrants will be determined within 45 days of the execution of the forward purchase agreement.
      • The warrants will have an exercise price of $10.00 per share, subject to a potential reduction in case of a Dilutive Offering Reset.
      • Meteora will waive its redemption rights for the shareholder vote.
      • Meteora has equity interests in the Sponsor of SGII.
    • Meteora will receive a prepaid amount equal to the number of FPA Shares multiplied by the redemption price, minus 1.00%.
      • The remaining 1.00% (Prepayment Shortfall) will be released to SGII at the closing of the Transactions.
      • Meteora has the right to sell the FPA Shares in the market after the Transactions.
      • The proceeds from these sales will be used to offset the Prepayment Shortfall.
      • SGII may receive up to $41,580,000 if the FSPA transaction is terminated at $10.00 per terminated FPA Share, subject to a potential reduction in case of a Dilutive Offering Reset.
      • If Meteora chooses not to terminate the FSPA transaction before the maturity date, SGII will receive the remaining FPA Shares, and Meteora will receive “maturity” consideration in Shares or cash according to the FSPA terms.
      • The maturity date is the third anniversary of the Transactions’ closing, with the option for acceleration if the VWAP price per share is at or below $5.00 per share for any 20/30 trading days.
    • Meteora has the right to transfer or assign its rights and obligations under the FSPA to third parties.
      • SGII has agreed to indemnify Meteora against specific losses related to the FSPA.
      • SGII will also provide certain considerations and fees to Meteora, including a quarterly fee, a breakage fee, and 300,000 shares at the redemption price.

EARNOUT

  • Company and Sponsor
    • The parties expect to sign an earnout agreement before the Closing of the business combination.

LOCK-UP

  • Company and Sponsor
    • One year from the Closing Date or if the share price equals or exceeds $12.00 for any 20/30 trading days at least 150 days after the Closing

NOTABLE CONDITIONS TO CLOSING

  • The Available Closing Date Cash being equal to or in excess of $20,000,000.
  • The Sponsor having executed and delivered an earnout agreement with SGII and ABM in form and substance mutually satisfactory to the parties (the “Sponsor Earnout Agreement”) prior to the Registration Statement becoming effective
  • On July 14th, the SPAC amended the Outside Date from August 19, 2023 to February 19, 2024.

NOTABLE CONDITIONS TO TERMINATION

  • Either SGII or ABM has the right to terminate the Transactions if they are not completed by August 19, 2023, or a later date approved by SGII’s stockholders. However, the terminating party must not be the primary cause of the failure to close by that date.

ADVISORS

  • Company and SPAC
    • None were mentioned

EXTENSION – 2/15/23 – LINK

  • The SPAC approved the extension from February 19, 2023 to August 19, 2023
    • 10,125,252 shares were redeemed for approximately $10.27/Share
    • $0.02/Share will be deposited into the trust account each month

SUBSEQUENT EVENT – 2/8/23 – LINK

  • The SPAC entered into one or more agreements (the “ Non-Redemption Agreements”) with one or more third parties holding an aggregate of 1,581,138 shares of common stock in exchange for them agreeing not to redeem shares.
    • The Non-Redemption Agreements provide for the allocation of up to 395,284 shares of common stock of the Company held by the Sponsor in exchange for such investor and/or investors agreeing to hold and not redeem certain public shares at the Meeting.

SUBSEQUENT EVENT – 1/24/23 – LINK

  • The SPAC entered into one or more agreements (the “ Non-Redemption Agreements”) with one or more third parties holding an aggregate of 200,000 shares of common stock in exchange for them agreeing not to redeem shares.
    • The Non-Redemption Agreements provide for the allocation of up to 50,000 shares of common stock of the Company held by the Sponsor in exchange for such investor and/or investors agreeing to hold and not redeem certain public shares at the Meeting.

MANAGEMENT & BOARD

Executive Officers

Stephen C. Smith, 61
Chief Executive Officer and Chairman of the Board

Stephen C. Smith founded Seaport Global Asset Management LLC, an SEC registered investment advisor and a wholly-owned subsidiary of Seaport Global Holdings LLC, in August 2017. He currently serves as the Chairman of Seaport Global Acquisition Corp., a special purpose acquisition company also sponsored by SGAM, as well as serving as the Chairman of Seaport Calibre Acquisition Corp. (“SCMA”), another special purpose acquisition company. Mr. Smith is also SGAM’s Chief Executive Officer and Chairman of its Investment Committee and oversees all of SGAM’s investing and business activities. In April 2001, Mr. Smith co-founded The Seaport Group LLC (currently known as SGH), which is a full-service, mid-sized independent investment bank that offers capital markets advisory, sales, trading and research services. Prior to that, from December 1999 to March 2001, Mr. Smith was a managing director at Amroc Securities, LLC, a financial service firm, where he focused on distressed sales and trading. In June 1991, he co-founded a distressed debt broker-dealer, Libra Investments, Inc., which was acquired by U.S. Bancorp in January 1999. Mr. Smith began his career at Merrill Lynch in 1982 and from 1984 to 1988 he ran the taxable fixed income trading desk for its unit trust department. In addition, Mr. Smith worked as a salesperson at S.N. Phelps & Co., a financial management firm, from 1988 to 1989 and Jefferies & Company, a financial services company, from 1989 to 1991. Mr. Smith received a Bachelor of Science degree in Finance from Indiana University.

Jay Burnham, 58
Chief Financial Officer and Director

Jay Burnham is a member of SGAM’s Investment Committee, a sub advisor to various SGAM funds and managed accounts, and is the Managing Member of Sunset Way LLC, an asset management company. Mr. Burnham previously served as a Portfolio Manager and Managing Member of Armory Advisors, LLC, a special situations and distressed debt asset management firm that is affiliated with SGAM. He is also a director of Seaport Global Acquisition Corp., a special purpose acquisition company also sponsored by SGAM. Prior to joining Armory Advisors, LLC, Mr. Burnham was a portfolio manager at Cypress Management, LLC, an investment management firm, from May 2003 to June 2004. From November 2001 to May 2003, Mr. Burnham was an Investment Manager at Rocker Management, LLC, an investment management company, where he was responsible for distressed debt and equity investments in companies in a variety of industries and participated as a major creditor in the restructuring of XM Satellite Radio. From April 1999 to November 2001, he was a founder and an investment manager at Reprise Capital Partners, LLC, a distressed debt investment firm. From March 1996 to March 1999, Mr. Burnham was an Investment Manager at DDJ Capital Management, LLC, an investment management company. From January 1995 to February 1996, he was an investment analyst at Libra Investments, Inc., a distressed debt broker-dealer founded by our Chairman. From June 1990 to November 1994, he was an investment manager at Paul D. Sonz Partners, an investment management company. Mr. Burnham has acted as a director of a number of public and private companies in turnaround situations, including acting as a director of Live Entertainment, Inc. (Nasdaq: LVE), a film distribution company that was acquired by Bain Capital in 1997 and became Artisan Entertainment, Inc., Bally’s Grand, Inc. (Nasdaq: BGLV), a gaming and entertainment company that was acquired by Bally’s Entertainment Corp., and New Millennium Homes, LLC, a California based homebuilding company. Mr. Burnham received a Bachelor of Arts degree in Business Economics from University of California Santa Barbara and an M.B.A. degree from Pepperdine University.

Salvatore Bonomo, 34
Chief Operating Officer

Salvatore Bonomo has been serving as Director of Operations and Compliance at SGAM since April of 2021. Prior to joining SGAM, he served as a Vice President at HPS Investment Partners, LLC from October 2015 to April 2021, during which time he worked in both the Valuations Group, where he was responsible for maintaining pricing and valuations for all investments across multiple platforms, and within the firm’s Operations Group where he assisted in supervising daily and monthly processes. Prior thereto, Mr. Bonomo worked at Armory Advisors, LLC, from March 2011 to October 2015, where he was responsible for numerous middle office functions, including but not limited to, operations, treasury and cash management, corporate actions, financial reporting, valuations and investor relations. Prior thereto, Mr. Bonomo worked for The Seaport Group, LLC as an operations specialist beginning in 2010.

Edward Heim, 34
Secretary

Edward Heim has been serving as Senior Operations Associate at SGAM since July 2019. Prior to joining SGAM, he served as Director of Operations for Armory Advisors, LLC from October 2015 through July 2019, where he was responsible for all firm wide operations, including but not limited to, maintaining investment portfolios, fund reconciliations, profit and loss reporting, overseeing trade settlements, financial reporting, valuations, marketing and investor relations. Prior thereto, Mr. Heim worked for Progressive Credit Union as a commercial loan underwriter beginning in April 2013 and for Astoria Federal Savings and Loan Association as a personal banker from May 2011 to March 2013. Mr. Heim has a bachelor of Science in Business Management from the Peter J. Tobin College of Business at St. John’s University.

Board of Directors

Shelley Greenhaus, 68
Director Nominee

Shelley Greenhaus is the founder and President of Whippoorwill Associates, Inc., which manages investments in corporate reorganizations, liquidations and other related activities and was founded in December 1990. He is also a director of Seaport Global Acquisition Corp., a special purpose acquisition company also sponsored by SGAM. Prior to Whippoorwill, from 1983 to 1990, he worked as a portfolio manager at Oppenheimer & Co. Inc., a full-service brokerage firm and investment bank, with responsibility for distressed investments. From 1981 to 1983, Mr. Greenhaus became a financial analyst and portfolio manager for the William Rosenwald Family, a family office, where he was primarily involved in analyzing and managing investments involving corporate reorganizations, liquidations and related special situations. He began his business career in 1978, working as a financial analyst at Loeb, Rhoades, Hornblower & Co., a brokerage company, where he was primarily involved in analyzing risk arbitrage opportunities and distressed securities. From January 1999 to October 2003, Mr. Greenhaus served on the board of directors of Barneys New York, Inc. (Nasdaq: BNNY), a fashion retailer; from October 1998 to December 2004, he served on the board of director of Marvel Enterprises, Inc. (NYSE: MVL), a content entertainment company; and from November 1996 to December 2004, he served on the board of directors of GWI Holding, Inc. (Garden Way), a privately held power equipment company. In October 2017, he joined the board of directors of Commercial Furniture Group, Inc., a commercial furnishings company. Mr. Greenhaus received his Bachelor of Arts in Political Science from York College (City University of New York) and an M.B.A. degree from New York University Stern School of Business.

Jeremy Hedberg, 49
Director Nominee

Mr. Jeremy Hedberg has worked as a Partner, Co-Chief Investment Officer and Co-Head of Corporate and Traded Credit at Värde Partners, Inc. (“Värde”), a global alternative investment advisor currently managing $14 billion that has invested over $70 billion since inception. He joined Värde in November 1997 and has managed Värde’s liquid investing activities globally and led Värde’s significant investments in the residential mortgage sector in the U.S. He has served on a number of boards of portfolio companies owned by the Värde funds. He is also a director of Seaport Global Acquisition Corp., a special purpose acquisition company also sponsored by SGAM. He has also served on many official creditors’ committees and a number of adhoc committees to restructure companies in bankruptcy, including, but not limited to, Capmark Financial Group, Inc. a commercial finance company, Chiquita Brands International, Inc., a global fruit and food company, and Flag Telecom Holdings Ltd, a provider of international wholesale network services. Prior to joining Värde, Jeremy worked for Goldner Hawn Johnson & Morrison, a private equity fund specializing in middle-market leveraged buyouts, from June 1996 to October 1997. He also previously worked for Wessels, Arnold & Henderson, a full-service investment bank specializing in high-growth companies, from May 1994 to June 1996. Mr. Hedberg receive a Bachelor of Arts degree in Economics and Business Administration from University of St. Thomas. he had been a senior investment banker since November 2009. Between 1991 and 2009, Mr. Yamarone was a senior officer of Libra Securities, an institutional broker dealer, and he was involved in all areas of Libra Securities’ business, including capital markets, corporate finance, sales and trading, research, legal, compliance, and operations. From January 1996 to July 2020, Mr. Yamarone was a director of the El Paso Electric Company (NYSE: EE), where he served as chairman of the audit committee, compensation committee and a member of the energy and resource committee. He was the Chairman of the Board of El Paso Electric from February 2015 until July 2020. From October 2010 to June 2016, Mr. Yamarone served as a member of the board of directors, chair of the compensation committee, a member of the executive committee and audit committee of United Continental Holdings, Inc. (NYSE: UAL). From February 1995 to October 2010, Mr. Yamarone served as a member of the board of directors of Continental Airlines, Inc. (NYSE: CAL), where he was chairman of the human resources committee and a member of the corporate governance committee. He previously served as a director of other companies, including Bally’s Grand, Inc., (Nasdaq: BGLV), a gaming and entertainment company that was acquired by Bally’s Entertainment Corp., LIVE Entertainment, Inc. (Nasdaq: LVE), a film distribution company that was acquired by Bain Capital in 1997 and became Artisan Entertainment, Inc., Merry-Go-Round Enterprises, Inc. (NYSE: MGRE), a national clothing retail chain, and Vagabond Inn Corporation, a hotel chain. Mr. Yamarone holds a B.A. in Economics and a J.D. from University of California, Berkeley.

Charles Yamarone, 62
Director Nominee

Mr. Charles Yamarone has served as the Chief Corporate Governance and Compliance Officer of Houlihan Lokey, Inc. (NYSE: HLI), a global investment bank, since January 2016, where he advises senior management on all aspects of Houlihan Lokey’s corporate governance, compliance and internal audit, including Houlihan Lokey’s initial public offering in August 2015. He is also a director of Seaport Global Acquisition Corp., a special purpose acquisition company also sponsored by SGAM. From January 2014 to May 2015, he was a Managing Director in Houlihan Lokey’s capital markets group, where

 

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