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    SGAM   US8122271062

SEAT GLOB

(SGAM)
End-of-day quote Nasdaq  -  10-21
9.620 USD   -24.84%
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Redbox Automated Retail, LLC completed the acquisition of Seaport Global Acquisition Corp. from a group of shareholders in a reverse merger transaction.

10/22/2021 EDT

Redbox Automated Retail, LLC signed a letter of intent to acquire Seaport Global Acquisition Corp. (NasdaqCM:SGAM) from a group of shareholders in a reverse merger transaction on March 24, 2021. Redbox Automated Retail, LLC entered into a definitive agreement to acquire Seaport Global Acquisition Corp. (SGAC) from a group of shareholders in a reverse merger transaction on May 16, 2021. 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. As part of that transaction, Apollo Global Management, along with other existing shareholders, will roll 100% of their equity in Redbox. The PIPE Investors have committed to purchase from SGAC 5 million shares of Class A common stock, for an aggregate purchase price of $50 million in the PIPE. Upon close of the combination, Redbox shareholders will hold approximately 58.8%, SGAC public stockholders will receive 25.8%, PIPE investors and initial stockholders would own 9% and 6.4%, respectively of the outstanding common stock. The transaction will result in Redbox becoming a publicly traded company with an enterprise value of $693 million. Upon closing, Redbox’s common stock is expected to trade on Nasdaq under the ticker symbol RDBX. Upon closing, the business of Redbox will be held by Redbox and its subsidiaries, and SGAC’s only direct assets will consist of Redbox Common Units. SGAC will change its name to “Redbox Entertainment Inc. 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. Redbox Automated Retail, LLC completed the acquisition of Seaport Global Acquisition Corp. (NasdaqCM:SGAM) from a group of shareholders in a reverse merger transaction on October 22, 2021.Redbox’s common stock and warrants are expected to begin trading on NASDAQ on Monday, October 25, 2021, under the ticker symbols “RDBX and “RDBXW,” respectively.


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