Seaport Global Acquisition Corporation
PROPOSED BUSINESS COMBINATION: Redbox
ENTERPRISE VALUE: $723 million
ANTICIPATED SYMBOL: RDBX
Seaport Global Acquisition Corporation proposes to combine with Redbox, a provider of quality home entertainment for nearly two decades.
Redbox has been undergoing a transformation to offer customers and partners a multi-product experience across physical and digital channels. Capital raised from the transaction will be used to pay down debt as well as invest in innovation and accelerate this transformation, which spans multiple entertainment windows and business models, including film distribution, transactional video on demand (TVOD), premium video on demand (PVOD), ad-supported linear and on demand (AVOD). Redbox is also building technology to offer subscription on demand (SVOD) services as a third-party retailer.
Today Redbox serves a differentiated and value-oriented customer base, with more than 39 million loyalty members. Through this transaction, Redbox will be well positioned to build on its legacy DVD rental business, accelerate its digital transformation and capture a significant and growing market opportunity.
Strategic Rationale Highlights
- Strong Legacy DVD Rental Business Provides Significant Growth Opportunity. Redbox serves its customers through 40,000 kiosks across more than 150 retail partners with the lowest priced rentals for new theatrical releases. Approximately 70% of these customers identify as late adopters of new technology, providing Redbox with a unique opportunity to convert customers to its digital platforms over time.
- Uniquely Positioned to Meet Growing Market Demand. Today’s audiences are fueling an unprecedented demand for premium quality on-demand content that is both through subscription and free with advertising. In fact, the AVOD and SVOD markets are expected to grow to a combined $44 billion by 2022. With Free on Demand and Free Live TV, Redbox is building an affordable multi-product ecosystem in a large and fast-growing total addressable market. As the shift to digital intensifies, Redbox’s existing AVOD and future SVOD businesses are positioned to capture significant upside potential.
- Expansive Marketing Reach and Scaled Loyalty Program. The Company reaches more than 46 million consumers via email, more than 43 million mobile app downloads, more than 7 million followers on social media and 6 million SMS subscribers. Through the Redbox Perks loyalty program, the Company engages and incentivizes 39 million members, resulting in higher average revenue per user and reduced churn.
- Redbox Entertainment Creates Exclusive Content and Drives Incremental Margin Growth. The Company offers exclusive and original content through Redbox Entertainment, a new content acquisition and production division, which is expected to be a key driver of future growth. To date, Redbox has released 16 titles through Redbox Entertainment and has 26 more titles committed for future release. The Company is targeting to ramp to more than 36 new releases per year to grow its exclusive content library.
- Attractive Financial Profile Represents Solid Foundation for Future Growth and Value Creation. The Company generated $114 million of Adjusted EBITDA in 2020, despite limited new theatrical content and lockdowns stemming from the COVID-19 pandemic. Redbox converts on average over 80% of its Adjusted EBITDA directly into free cash flow and expects strong growth of Adjusted EBITDA and free cash flow through 2023, driven by an increase of theatrical content as releases return to historical levels as well as digital revenue growth.
- Proven Leadership Team: Following the completion of the transaction, Galen Smith, who has served as Redbox’s CEO since 2016, will continue to lead the Company along with the existing management team.
SUBSEQUENT EVENT – 8-K Link
On October 12, 2021, Seaport Global Acquisition Corp. announced that it has entered into backstop subscription agreements in connection with its proposed business combination with Redbox.
- Seaport Global Acquisition Corp. entered into backstop subscription agreements with certain parties (the “Backstop Subscribers”), including an affiliate of funds managed by affiliates of Apollo Global Management, Inc. and funds managed by affiliates of Seaport Global Acquisition Corp., pursuant to which the Backstop Subscribers have each agreed to subscribe for and purchase, in aggregate, up to 3,564,356 shares of SGAC’s Class A common stock, for a purchase price of $10.10 per share, in the event that more than 10,810,644 public shares of SGAC are submitted for redemption in connection with the business combination.
- The number of shares to be purchased pursuant to the backstop subscription agreements, in the aggregate, will be equal to the number of public shares submitted for redemption, if any, in excess of 10,810,644 (up to 3,564,356 shares).
The backstop agreements, which total up to $36 million, ensure that Redbox will have the capital to fund its digital transformation and expansion initiatives. These backstop agreements should ensure the minimum cash condition required of the business combination agreement will be met.
TRANSACTION
- The transaction values Redbox at an enterprise value of $693 million.
- The transaction will be funded by a combination of $145 million of cash held in the trust account of Seaport Global Acquisition, and a fully committed PIPE of $50 million led by Ophir Asset Management.
- Strategic investors include global content leader Lionsgate (LGF.A, LGF.B), Legendary Entertainment, Screenvision and Basil Iwanyk, producer of the John Wick series and founder of Thunder Road Films.
- Upon completion of the transaction, Redbox expects to have approximately $209 million in cash that will be used to pay down existing debt and fund digital expansion, content acquisition and marketing initiatives.
- All references to cash on the balance sheet, available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public stockholders of Seaport Global Acquisition and payment of transaction expenses.

PIPE
- $50 million Common Stock PIPE at a price of $10.00 per share led by Ophir Asset Management.
LOCK-UPS
Sponsor Lock-Up Agreement
- SGAC and the Supporting Shareholder entered into a lock-up agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Supporting Shareholder, with respect to all Restricted Securities held by the Supporting Shareholder, has agreed to, among other things, be subject to a lock-up period which will last from the Closing until the earlier of
- (i) the first anniversary of the Closing,
- (ii) the date after the Closing on which SGAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of SGAC’s shareholders having the right to exchange their Class A common stock in SGAC for cash, securities or other property, and
- (iii) the trading day, if any, on which the last sale price of the Class A common stock of SGAC equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing (the “Sponsor Lock-Up Period”).
Parent Lock-Up Agreement
- SGAC and Parent entered into a lock-up agreement (the “Parent Lock-Up Agreement”), pursuant to which the Parent, as a holder of Restricted Securities has agreed to be subject to a lock-up period which will last from the Closing until the earlier of
- (i) six (6) months after the date of the Closing,
- (ii) the date after the Closing on which SGAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of SGAC’s shareholders having the right to exchange their Class A common stock in SGAC for cash, securities or other property, and
- (iii) the trading day, if any, on which the last sale price of the Class A common stock of SGAC equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Closing Date (the “Parent Lock-Up Period”).
NOTABLE CONDITIONS TO CLOSING
- The aggregate amount of fees and expenses payable by SGAC in connection with the Business Combination Agreement and the transactions contemplated thereby that remain unpaid immediately prior to the Closing shall be at least $86 million (the “Minimum Cash Condition”).
NOTABLE CONDITIONS TO TERMINATION
- By either SGAC or the Company if the transactions are not consummated on or before February 1, 2022
ADVISORS
- B. Riley Securities is acting as capital markets advisor to Seaport Global Acquisition and lead placement agent on the PIPE.
- BTIG, LLC is acting as lead financial advisor and capital markets advisor to Redbox.
- Moelis & Company LLC is also serving as a financial advisor to Redbox.
- Apollo Global Securities and BTIG, LLC also served as placement agents on the PIPE.
- Paul Hastings LLP is acting as legal advisor to Seaport Global Acquisition.
- Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Redbox.
- Kirkland & Ellis LLP acted as legal advisor to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Stephen C. Smith, 60
Chief Executive Officer & Chairman
Mr. 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. Mr. Smith currently serves as 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.
Michael Ring, 44
Chief Financial Officer
Mr. Ring has been serving as Chief Financial Officer and Chief Compliance Officer at SGAM since February 2018 and Chief Financial Officer of Seaport Specialty Lending LLC, a specialty finance company, since August 2019. Prior to joining SGAM, he served as Chief Financial Officer and Chief Compliance Officer at Alta Fundamental Advisers, LLC, an SEC registered investment adviser, from May 2013 to February 2018, where he was responsible for managing all finance, compliance, and operational functions, including financial reporting, treasury & cash management, corporate finance, regulatory compliance matters and investor relations. Prior to that, Mr. Ring worked as Chief Financial Officer and Chief Compliance Officer for Eastwind Global Partners, an asset manager company, from March 2012 to June 2013. From May 2004 to June 2012, he worked as controller, operations manager and Chief Compliance Officer at Restoration Capital Management LLC, an SEC registered investment adviser. Prior to Restoration Capital Management, Mr. Ring worked for State Street Bank and Sumitomo Trust and Banking in their securities lending departments, and at Scudder Kemper Investments as a fund accountant in 1999. Mr. Ring received a Bachelor of Science degree in Finance from University of Massachusetts, Dartmouth and received a Master of Science in Accounting from St. John’s University.
Board of Directors
Jay Burnham, 57
Director
Mr. Burnham 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. 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.
Shelley Greenhaus, 67
Director
Mr. 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. Prior to that, 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, 48
Director
Mr. 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 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.
Charles Yamarone, 61
Director
Mr. Yamarone has served as the Chief Corporate Governance and Compliance Officer of Houlihan Lokey (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. From January 2014 to May 2015, he was a Managing Director in Houlihan Lokey’s capital markets group, where 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.
