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Horizon Acquisition Corporation II *

Horizon Acquisition Corporation II *

Oct 16, 2020 by Roman Developer

LIQUIDATION – 4/11/23 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be April 25, 2023.
    • The per-share redemption price will be approximately $11.33

The below-announced combination was terminated on 4/11/23.  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: Flexjet [Terminated 4/11/23 – LINK]

ENTERPRISE VALUE: $3.114 billion
ANTICIPATED SYMBOL: FXJ

Horizon Acquisition Corporation II proposes to combine with Flexjet.

Flexjet, Inc. reaches private jet users through various storefronts that include Flexjet, Sentient Jet, FXAIR, PrivateFly, and Sirio. Each storefront has a unique business model and go-to-market strategy, focusing on fractional jet ownership and leasing, jet cards, on-demand charter programs, and full aircraft ownership. Flexjet’s U.S. fractional aircraft program is the first in the world to be recognized as achieving the Air Charter Safety Foundation’s Industry Audit Standard, is the first and only company to be honored with 22 FAA Diamond Awards for Excellence, upholds an ARG/US Platinum Safety Rating, received a 4AIR Bronze Sustainability Rating and is IS-BAO compliant at Level 2.

In Europe, Flexjet is compliant with IS-BAO, is a Wyvern Wingman Certified Operator and holds a 4AIR Silver Sustainability Rating. In 2015, Flexjet introduced Red Label by Flexjet, which features the most modern fleet in the industry, flight crews dedicated to a single aircraft, and the LXi Cabin Collection of interiors. To date, Flexjet’s fleet in the U.S. includes the Embraer Phenom 300 and Praetor 500, the Bombardier Challenger 350, and the Gulfstream G450 and G650. Flexjet’s European fleet consists of the Embraer Praetor 600 and the Gulfstream G650. Flexjet’s helicopter division sells fractional, lease, and on-demand charter access to its fleet of owned and operated Sikorsky S-76 helicopters serving locations throughout the northeastern United States, United Kingdom, and Florida. Flexjet is a member of the Directional Aviation family of companies.

EXTENSION – 10/17/22 – LINK

  • The SPAC approved the extension from October 22, 2022 to September 30, 2023.
    • 35,276,472 Class A ordinary shares (67.193%) were redeemed for approximately $10.03/Share
    • There is no deposit into the trust account required for this extension

TRANSACTION

  • The transaction values the combined company at a pro forma enterprise value of $3.1 billion, representing 10.8x projected 2022 Adjusted Management EBITDA of approximately $288 million.
  • The majority of proceeds in the business combination are expected to be held on the Company’s balance sheet.
  • The transaction is backstopped with an up to $300 million common equity capital commitment from Eldridge Industries (an affiliate of Horizon’s sponsor) and Horizon’s sponsor, which consists of $155 million in non-redemption agreements and an up to $145 million redemption back-stop.
  • Upon the closing of the transaction and assuming the full redemption back-stop is utilized, existing Flexjet shareholders (which includes affiliates of Eldridge Industries who are current investors in Flexjet) are expected to own 89% of the combined company. In the event there are fewer redemptions from Horizon’s trust account, such ownership percentage would be reduced by existing Horizon public shareholders.
  • The boards of directors for both Flexjet and Horizon have approved the proposed business combination, which is expected to be completed in the second quarter of 2023.

flexjet

PIPE

  • The Parties have agreed to use their reasonable best efforts to seek additional capital investments from investors who would agree to subscribe for and purchase newly issued shares of Flexjet Common Stock substantially concurrently with the Closing.
  • There can be no assurance that any PIPE Investment will occur.

BACK-STOP AGREEMENT

  • Eldridge has agreed to invest certain amounts in Flexjet at Closing under the letter agreement entered into by Eldridge concurrently with the execution of the BCA.
  • Eldridge agreed to purchase up to 14,500,000 shares of Flexjet Common Stock at $10.00 per share for an aggregate purchase price equal to the aggregate amount payable with respect to all redemptions made by Horizon public shareholders in connection with the Business Combination up to $145,000,000, reduced by the amount, if any, by which the Eldridge Back-Stop Amount plus the aggregate subscriptions for purchases of shares of Flexjet Common Stock in any PIPE Investment made by persons other than Eldridge Equityholders would exceed $275,000,000 in the aggregate.
  • Flexjet will pay to Eldridge a fee equal to 3% of the actual Eldridge Back-Stop Amount that is funded at the Closing as consideration for providing the backstop.

NON-REDEMPTION AGREEMENT

  • The Sponsor has executed a Non-Redemption and Support Agreement pursuant to which the Sponsor has agreed not to redeem the $155,000,000 of Horizon Class A Stock it currently holds.

SPONSOR SUPPORT

  • The 13.125M Founder Share issued at IPO will be canceled and distributed in the form of warrants to Directional Capital and the Sponsor
  • Flexjet, Directional Capital LLC, and Sponsor entered into an exchange agreement, pursuant to which, on the day of the Business Combination Merger but before the effective time of the Business Combination Merger, Sponsor agreed to consummate the Exchange.
    • As part of the Exchange, Flexjet agreed to issue
      • (i) warrants to purchase 20,000,000 shares of Flexjet Class A Common Stock, at an exercise price of $10.00/Share
        • 50% each to Directional Capital and the Sponsor
      • (ii) warrants to purchase 20,000,000 shares of Flexjet Class A Common Stock, at an exercise price of $15.00/Share
        • 50% each to Directional Capital and the Sponsor
      • (iii) 50,000 shares of Flexjet Class A Common Stock, in each case, half of which such warrants and shares will be issued to the Sponsor and half to Directional as part of the Business Combination Merger.

LOCK-UP

  • Sponsor and Company
    • (i) the three-month anniversary of Closing
    • (ii) the date on which
      • (A) the last reported sale price of Flexjet Common Stock equals or exceeds $12.00/share for any 20/30 trading days and
      • (B) the average daily trading volume exceeds 500,000 shares of Flexjet Common Stock for each day within such 30-day period

NOTABLE CONDITIONS TO CLOSING

  • The amount of Available SPAC Cash being at least $300M

NOTABLE CONDITIONS TO TERMINATION

  • By Combined TargetCo, Epic or SPAC if the Closing has not occurred on or before September 30, 2023, provided that any such party shall not have the right to so terminate the BCA if such party has breached any of its representations, warranties, covenants or agreements under the BCA and such breach shall have proximately caused the failure of the Closing to occur on or before September 30, 2023

Termination Details

  • If the BCA is validly terminated pursuant to clause (iv) above, Horizon will pay Epic an amount equal to the lesser of
    • (a) the Company Transaction Expenses (as defined in the BCA) and
    • (b) $1,000,000, in either case, within two Business Days after receipt by Horizon of documented evidence of the Company Transaction Expenses.

ADVISORS

  • Credit Suisse Securities (USA) LLC served as lead financial and capital markets advisor to Horizon.
  • Deutsche Bank Securities Inc. served as capital markets advisor to Horizon.
  • RBC Capital Markets, LLC served as financial and capital markets advisor to Horizon.
  • Houlihan Lokey Capital, Inc. served as financial advisor to a special committee of independent directors of the Board of Directors of Horizon.
  • White & Case LLP is serving as legal advisor to Flexjet
  • Sidley Austin LLP is serving as legal advisor to Horizon
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC
  • Sullivan & Cromwell LLP is serving as legal counsel to Houlihan Lokey Capital, Inc.

MANAGEMENT & BOARD

Executive Officers

Todd L. Boehly, 46
Chief Executive Officer, Chief Financial Officer and Director

Mr. Boehly is Chief Executive Officer, Chief Financial Officer and Director of HAC (NYSE: HACZ), a blank check company co-founded by an affiliate of our sponsor and formed for substantially similar purposes as our company, which has not yet announced or completed its initial business combination. HAC sold 54.4 million units in its initial public offering, generating gross proceeds of $544 million. Mr. Boehly is the Co-founder, Chairman and Chief Executive Officer of Eldridge, a holding company with a unique network of businesses across finance, technology, real estate and entertainment. Prior to founding Eldridge in 2015, Mr. Boehly worked at Guggenheim Partners, the global asset manager, from 2002 to 2015, and was President of Guggenheim Partners from 2011 to 2015. Mr. Boehly is a Board member of Kennedy-Wilson. Mr. Boehly received his B.B.A. from the College of William & Mary in 1996. He has also studied at the London School of Economics.

Carlton McMillen, 35
Vice President

Mr. McMillen is a Vice President, Corporate Development at MRC. Mr. McMillen has been with MRC since its founding in January 2018, where he has led efforts on acquisitions, investments, equity and debt capital raises, corporate finance, and special projects. He previously served as an investment professional for Eldridge Industries from 2014 to 2017 and Guggenheim Partners from 2009 to 2013, where he was involved in investments in private equity, venture equity, and corporate credit across a spectrum of industries. Prior to Guggenheim Partners, Mr. McMillen was an investment banker at Guggenheim Securities and Merrill Lynch from 2007 to 2009. He earned a B.S. in Finance and a B.S. in Accountancy from the University of Illinois at Urbana-Champaign.

Robert Ott, 34
Vice President

Mr. Ott is a Vice President of HAC. He is also a Senior Director at Eldridge Industries. Mr. Ott has been with Eldridge since its inception in 2015, where he has worked as in-house counsel focusing on negotiating and structuring transactions across the firm’s investment platform. Mr. Ott currently serves on the Board of Directors of Maranon Capital. Prior to joining Eldridge, Mr. Ott worked as in-house counsel for the investment management business at Guggenheim Partners from 2011 to 2014. He earned his B.S. in Finance from the University of Maryland and his J.D. from William & Mary Law School. Mr. Ott is also a CFA charterholder.

 

Board of Directors

Jason Robins, 39
Director

Mr. Robins is the co-Founder, Chairman and Chief Executive Officer of DraftKings. Mr. Robins co-founded DraftKings in December 2011 and has been DraftKings’ Chief Executive Officer since inception. Mr. Robins oversees the company’s strategy and operations, while also driving funding and partnerships. He has built a reputation for expanding DraftKings’ reach across numerous platforms through wide-ranging, forward-thinking partnerships. Under his leadership, DraftKings became the first DFS company to partner with Major League Baseball in 2013. Mr. Robins led efforts at DraftKings to work with policy makers and regulators to pass fantasy sports, sports betting and iGaming legislation. Mr. Robins attended Duke University, where he received his B.S. in Economics and Computer Science.

Asif Satchu, 49
Director

Mr. Satchu is co-founder and co-Chief Executive Officer of MRC (formerly known as Valence Media) along with Mr. Wiczyk, beginning in 2018. Prior to the formation of MRC, Mr. Satchu co-founded the film and television studio, MRC Studios, with Mr. Wiczyk in 2006. Previously, Mr. Satchu built StorageNow, which became one of Canada’s largest self-storage companies prior to being sold to InStorage REIT. He also founded and led SupplierMarket, a supply chain software company which was sold to Ariba Inc. for $924 million. Mr. Satchu was an investment professional at hedge fund Tiger Management Company, private equity fund Westbrook Partners, and Morgan Stanley. He is a graduate of McGill University and Harvard Business School.

Modi Wiczyk, 48
Director

Mr. Wiczyk is co-founder and co-Chief Executive Officer of MRC along with Mr. Satchu, beginning in 2018. Prior to the formation of MRC, Mr. Wiczyk co-founded the film and television studio, MRC Studios with Mr. Satchu in 2006. Previously, Mr. Wiczyk was a Partner at the Endeavor Agency and headed production at Summit Entertainment. He is a graduate of Harvard College and Harvard Business School.

Cindy Holland [Appointed 11/17/20]
Independent Director

Ms. Holland has over 25 years of executive and senior leadership experience in the media and film industries. She most recently served as Vice President, Original Content for Netflix, Inc. (“Netflix”). She joined Netflix in 2002 as the Director and Vice President of Content Acquisition. Previously, Ms. Holland served as Vice President of Business Development for Kozmo.com, an ecommerce company, and oversaw development, production and related agreements for feature films at Mutual Film Company and Baltimore/Spring Creek Productions.

ByRoman Developer