Redbox Automated Retail, LLC signed a letter of intent to acquire Seaport Global Acquisition Corp. in a reverse merger transaction.
Following the consummation of the business combination, the current management of Redbox will become the management of SGAC. Jay Burnham from SGAC will continue on the board of Redbox post transaction. the board of directors of SGAC will be divided into three separate classes designated as Class I comprising of Vikas M. Keswani, Michael Redd and David B. Sambur; Class II comprising of Jay Burnham, Galen C. Smith and Lee J. Solomon; and Class III comprising of Charles Yamarone, Reed Rayman and Kimberly Kelleher. The transaction is subject to the antitrust approval, listing/approval of new shares on stock exchange, Seaport shareholders' approval, execution of registration rights, resignation of Seaport directors, minimum balance sheet requirement, execution of stockholder's agreement, and satisfaction of customary closing conditions. The transaction has been unanimously approved by the Board of Directors of SGAC and Redbox. The SGAC Board unanimously recommends that our stockholders vote in favor of the merger. As of September 29, 2021, it is anticipated that the business combination will be consummated as soon as practicable following the special meeting, which is set for October 20, 2021. As of October 20, 2021, shareholders of SGAC have approved the transaction. The transaction is expected to close in the third quarter of 2021. A $100 million of cash proceeds will be used to pay down existing debt with remaining proceeds to fund digital expansion, content acquisition and marketing initiatives.
Jimmy Baker, Jonathan Mitchell, Salomon Kamalodine, Michael Guzman and Alex Shaffer of B. Riley Securities, Inc. acted as capital market advisor and Carl Sanchez, James Shea, Frank Lopez, Joseph P Opich, Todd M Schneider, Douglas A Schaaf and Stephen H Harris of Paul Hastings LLP acted as legal advisors to Seaport. BTIG, LLC and Moelis & Company LLC acted as financial advisors, and Taurie Zeitzer, Justin Rosenberg, Gregory Ezring, Danielle Penhall, Mark Wlazlo, Brian Janson, Lindsay Parks, Brad Okun, Charles Googe, Lawrence Witdorchic, Peter Fisch and Steven Herzog of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Redbox. Kirkland & Ellis LLP acted as legal advisor to the placement agents. Apollo Global Securities and BTIG, LLC also served as placement agents on the PIPE. Robert Zubrycki of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as proxy solicitation agent to SGAC. for a fee of $22,500. B. Riley Financial advises redbox on this transaction.