Shopping Cart

CONX Corporation *

CONX Corporation *

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Assets from EchoStar Real Estate Holding L.L.C.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

CONX Corp. entered into a definitive asset purchase and sale agreement with EchoStar Real Estate Holding L.L.C.

  • EchoStar Real Estate Holding L.L.C., a subsidiary of EchoStar Corporation, a premier global provider of satellite communication solutions.
  • EchoStar Real Estate Holding is selling commercial real estate property in Littleton, Colorado, comprising of the corporate headquarters of DISH Wireless.

TENDER OFFER TO COMPLETE – LINK

  • The SPAC filed a tender offer to purchase up to 2,120,269 shares at a price of $10.585614 per share.
    • The date of the tender offer is April 29, 2024.
  • The tender offer price has been amended to $10.598120 per share

TRANSACTION

  • The purchase and sale agreement provides for the SPAC’s purchase from EchoStar of the commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million.
  • The Transaction has been structured to qualify as an asset acquisition that will meet the requirements of a “Business Combination”, as that term is defined in the Company’s Amended and Restated Articles of Incorporation.
  • The Purchase Agreement provides for a due diligence period beginning on March 10, 2024 and ending on April 15, 2024.
  • The parties anticipate that the closing of the Transaction will occur in the second quarter of 2024.
  • The parties have also agreed to a form of sale lease-back agreement to be entered into concurrently with the Closing, pursuant to which Seller will lease back the Property from CONX.

SPAC FUNDING

  • Preferred Stock Financing:
    • The SPAC entered into a subscription agreement with Charles W. Ergen, the SPAC’s founder on November 1, 2023.
    • The Subscriber agreed to purchase 17,391,300 shares of the SPAC’s Series A Convertible Preferred Stock at an aggregate purchase price of approximately $200 million, or $11.50 per share.
    • The closing of the Preferred Stock Financing is contingent upon the consummation of the Company’s initial business combination, and therefore is expected to occur substantially concurrently with the consummation of the Transaction.

LOCK-UP

  • Sponsor:
    • The Sponsor agreed to not transfer, assign or sell any of their founder shares until 180 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The obligations of the SPAC and EchoStar to consummate the Transaction are conditioned on:
    • (i) the final form of the Seller Lease Agreement having been agreed and delivered to the title policy provider, and
    • (ii) CONX giving its shareholders an opportunity to redeem their shares

NOTABLE CONDITIONS TO TERMINATION

  • In the event the Closing does not occur on or before May 15, 2024, either party may terminate the Purchase Agreement by written notice to the other party.

ADVISORS

  • EchoStar Real Estate Advisors:
    • TBD
  • SPAC Advisors:
    • TBD

EXTENSION – 11/8/23 – LINK

  • The SPAC approved the extension from November 3, 2023 to May 3, 2024.
    • 607,993 shares were redeemed for $10.42 per share.
    • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 11/1/23 – LINK

  • On November 1, 2023, CONX Corp. made a deal with Charles W. Ergen, the Company’s founder.
    • Charles agreed to buy 17,391,300 shares of the Company’s Preferred Stock for $200 million in total.
    • The deal is subject to the completion of the Company’s initial business combination and is expected to close at the same time.
  • If the Company’s common stock reaches a certain price, the Preferred Stock will be converted into Class A common stock.
    • If not converted earlier, the Preferred Stock will be redeemed after five years. Subscribers will receive dividends based on the Company’s common stock dividends.
    • The Preferred Stock does not have voting rights.

EXTENSION – 6/2/23 – LINK

  • The SPAC approved the extension from June 3, 2023 to November 3, 2023.
    • 5,650,122 shares were redeemed for $10.19 per share.
    • $0.04/share per month will be deposited into the trust account.

EXTENSION – 11/1/22 – LINK

  • The SPAC will extend monthly from November 3, 2022 to June 3, 2023.
    • The Sponsor will deposit $0.02/Share for each month extended.
    • At the meeting, 66,651,616 shares were redeemed for approximately $10.05/Share

MANAGEMENT & BOARD

Executive Officers

Jason Kiser, 55
Chief Executive Officer, Director

Mr. Kiser has served as Treasurer of DISH since 2008, and has been employed by entities owned or controlled by Mr. Ergen for over 30 years. Since joining EchoSphere Corporation (later DISH) in 1987, he has held various operational, managerial and financial positions.

 

Board of Directors

Charles W. Ergen, 67
Chairman of the Board

Mr. Ergen serves as executive Chairman of DISH and has been Chairman of the board of directors of DISH since its formation. During the past five years, Mr. Ergen has held various executive officer and director positions with DISH and its subsidiaries including the position of President, which he most recently held from March 2015 to December 2015, and Chief Executive Officer, which he held most recently from March 2015 to December 2017. During 1980, Mr. Ergen co-founded DISH with his future spouse, Cantey M. Ergen, and James DeFranco. Mr. Ergen also serves as executive Chairman and Chairman of the board of directors of EchoStar.

Gerald Gorman, 65
Director

Mr. Gorman has been the Chief Executive Officer of World Media Group, LLC since 2004. World Media Group, LLC builds and partners to develop innovative technology companies including Doctor.com, a leader in healthcare consumerism, acquired by Press Ganey Associates LLC, India.com, a large Indian news and entertainment partnership with Penske Media acquired by Zee TV, and Lawyer.com, the leading matching engine for consumers and lawyers. World Media Group, LLC invests and partners to help launch startups via its World Accelerator. Partners include Scientist.com, Calendar.com and Outerspace.com. Recently funded ventures include a video meeting platform and an office wellness management system. World Media Group was an early investor in bitcoin and blockchain related ventures including Sweet.io, a social rewards platform for music labels, sports teams and consumer brands. Prior to founding World Media Group, LLC, Mr. Gorman was Chairman and Chief Executive Officer of Mail.com, which he co-founded in 1995. Prior to founding Mail.com, Mr. Gorman was a Managing Director in the investment banking division of Donaldson, Lufkin & Jenrette where he founded the Satellite Financing Group and completed pioneering transactions for satellite industry leaders, including Dish Network, PanAmSat Corporation, and Asia Satellite Telecommunications Company Limited. Mr. Gorman holds a degree in Mechanical Engineering from Melbourne University and an MBA from Columbia University.

Adrian Steckel [Appointed 1/27/21]
Director

Mr. Steckel was the Chief Executive Officer at OneWeb Global Limited, where he was responsible for overseeing the company’s growth, long-term strategic development, fundraising, and commercial success. Prior to joining OneWeb, Mr. Steckel was the CEO of Grupo Iusacell Celular, S.A. de C.V., a successful mobile carrier in Mexico, which was acquired by AT&T, Inc. in 2015. Mr. Steckel currently serves as a director on the boards of Azteca Holdings SA and Uphold Inc.

ByRoman Developer