ITEM 7.01 REGULATION FD DISCLOSURE
On October 26, 2020, Boston Omaha Corporation ("Boston Omaha" or the "Company")
issued a press release regarding the completion of an initial public offering
("IPO") of units of a special purpose acquisition company ("SPAC") named
Yellowstone Acquisition Company ("Yellowstone"). BOC Yellowstone LLC, a
subsidiary of Boston Omaha, served as the sponsor (the "Sponsor") for
Yellowstone's IPO.
Yellowstone sold 12,500,000 units in the IPO at a price of $10.00 per unit,
resulting in gross proceeds of $125,000,000. The units began trading on the
NASDAQ Stock Market, LLC ("NASDAQ") under the ticker symbol "YSACU" on October
22, 2020. Each unit issued in the offering consists of one share of
Yellowstone's Class A common stock and one-half of one warrant, each whole
warrant entitling the holder thereof to purchase one share of Class A common
stock at an exercise price of $11.50 per share. After the securities comprising
the units begin separate trading, the shares of Class A common stock and
warrants are expected to be listed on NASDAQ under the symbols "YSAC" and
"YSACW," respectively. No fractional warrants will be issued upon separation of
the units and only whole warrants will trade. Yellowstone also granted Wells
Fargo Securities, the sole manager of the IPO, with a 45-day option to purchase
up to an additional 15% of the units in the proposed public offering.
The Sponsor has purchased an aggregate of 7,500,000 warrants (which can increase
to 7,875,000 warrants if the underwriters' over-allotment option is exercised in
full) at a price of $1.00 per whole warrant ($7,500,000 in the aggregate, or
$7,875,000 if the underwriters' over-allotment option is exercised in full) in a
private placement that closed simultaneously with the closing of the IPO (the
"private placement warrants"). Each whole private placement warrant is
exercisable to purchase one whole share of Yellowstone's Class A common stock at
$11.50 per share. In addition, the sponsor acquired 3,593,750 shares
of Yellowstone's Class B common stock (up to 468,750 shares of which are subject
to forfeiture depending on the extent to which the underwriters' over-allotment
option is exercised) for a purchase price of $25,000. The shares of Class B
common stock will automatically convert into shares of Class A common stock at
the time, if any, when Yellowstone completes an initial business combination, on
a one-for-one basis, subject to certain adjustments. In the event a business
combination is not consummated within 15 months of the IPO, then $127,500,000 of
the proceeds raised in the IPO and the sale of the private placement warrants
will be paid to redeem the shares of Class A common stock sold to the public.
? No officer or director of Boston Omaha shall receive any equity issued to the
Sponsor.
? Yellowstone has not selected any potential business combination target.
The purpose of the IPO is to pursue a business combination in an industry
other than the three industries in which Boston Omaha currently owns and
operates businesses: outdoor advertising, surety insurance and broadband
services businesses. For further information regarding the terms of the IPO and
the rights and obligations of the Sponsor, please refer to the Yellowstone
Prospectus on file with the Securities and Exchange Commission ("SEC") at
www.sec.gov.
Boston Omaha elected to proceed with a SPAC public offering for the following
reasons:
? Boston Omaha intends to use its existing capital for the three traditional
business lines Boston Omaha currently operates in outdoor advertising, surety
insurance and fiber-to-the-home broadband services as well as other future
potential acquisitions and investments. By teaming with other public
investors in the SPAC offering, Yellowstone has the ability to pursue business
combinations with larger companies than Boston Omaha could pursue currently on
a stand-alone basis.
? There are many owner-operated businesses interested in minority owners for
growth capital. Boston Omaha has invested in a number of these types of
businesses. However, Boston Omaha's ability to acquire a significant equity
stake in a larger business through a business combination is limited by the
Investment Company Act of 1940, which requires a company which holds more than
40% of its assets in minority investments in other businesses to register
under the Investment Company Act. This requirement prevents Boston Omaha on a
stand-alone basis from consummating larger deals in which it would own a
minority interest in a business, thus currently preventing or otherwise
significantly limiting its ability to engage in larger business combinations.
? Acquiring a large percentage of equity in certain businesses, such as
regulated financial institutions, would require Boston Omaha to comply with
very burdensome and expensive regulations which would both limit its overall
business operations due to capital and other financial testing covenants and
adversely impact its ability to acquire other businesses which would not
otherwise be subject to these regulations.
The Yellowstone IPO offering is being made only by means of a prospectus. Copies
of the prospectus may be obtained, when available, from Wells Fargo Securities,
Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New
York, 10001, at (800) 326-5897 or email a request to
cmclientsupport@wellsfargo.com. A registration statement relating to these
securities has been filed with the SEC and became effective on October 21,
2020. The information contained in this filing and in the accompanying press
release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The information in this Item 7.01 of this Current Report on Form 8-K shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, or incorporated by reference in any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except as shall be expressly set
forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 Press release dated October 26, 2020, titled "Boston Omaha
Announces Closing of Yellowstone Acquisition Company $125 Million Initial Public
Offering"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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