Seaport Global Acquisition Corp. Announces Share Redemption Backstop in Connection with Redbox Business Combination
Agreements Provide Redbox with Capital to Fund Digital Transformation
Seaport Global Acquisition Corp. (NASDAQ:SGAM) ("Seaport Global Acquisition Corp"), a publicly traded special purpose acquisition company, announced today that it has entered into backstop subscription agreements in connection with its proposed business combination with Redbox, America's destination for affordable new-release movies and entertainment.
As previously announced on May 17, 2021, the transaction will be funded by a combination of $145 million of cash held in the trust account of Seaport Global Acquisition Corp., and a fully committed PIPE of $50 million.
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.
The Special Meeting of Seaport Global Acquisition Stockholders ("Special Meeting") to approve the combination will be held on October 20, 2021 at 10:00 a.m. ET. If certain of the proposals at the Special Meeting are approved, the parties anticipate the business combination will close shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other closing conditions.
Upon closing, Redbox's common stock is expected to trade on Nasdaq under the ticker symbol RDBX.
"We appreciate the vote of confidence in Redbox's digital future expressed by Seaport Global Acquisition and our existing investors," said Galen Smith, CEO of Redbox. "Redbox is one of the most trusted brands in the entertainment industry, and we have a unique opportunity to extend the value we deliver to consumers as they cut the cord and search for affordable entertainment. We look forward to completing the combination and demonstrating our progress as a public company under the RDBX symbol."
Details of Backstop Agreements
On October 11, 2021, 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).
About Redbox
Redbox is America's leading destination for affordable new-release movies and entertainment with more ways to watch than any other home entertainment provider. Redbox delivers value and convenience through unparalleled choice across content, platforms, rental and purchase options, and price points. The company recently announced a definitive agreement to combine with Seaport Global Acquisition Corp. (Nasdaq: "SGAM," "SGAMU," and "SGAMW"), a publicly traded special purpose acquisition company. The transaction, which will result in Redbox becoming a publicly traded company, is expected to accelerate Redbox's ongoing transformation to offer customers and partners a multi-product experience across physical and digital channels. The company's expanding streaming offering includes digital rental and purchase as well as free live TV and free On Demand content and complements Redbox's nationwide footprint of entertainment kiosks, conveniently located where consumers already shop. Redbox Entertainment, a new content acquisition and production division, has further transformed Redbox into a multi-channel content provider. For more information, visit redbox.com.
About Seaport Global Acquisition Corp.
Seaport Global Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is led by Chairman and Chief Executive Officer, Stephen C. Smith, and Chief Financial Officer, Michael Ring. The Company is affiliated with Seaport Global Holdings, a full-service, mid-sized independent investment bank that offers capital markets advisory, sales, trading and research services.
Additional Information
This communication is being made in respect of a proposed merger transaction (the "proposed transactions") involving Seaport Global Acquisition and Redbox. The proposed transactions will be submitted to stockholders of Seaport Global Acquisition for their consideration and approval at a special meeting of stockholders. In connection with the proposed transactions, Seaport Global Acquisition has filed the Proxy Statement with the SEC. Distribution of the Proxy Statement to Seaport Global Acquisition stockholders has commenced in connection with Seaport Global Acquisition's solicitation for proxies for the vote by Seaport Global Acquisition's stockholders in connection with the proposed transactions and other matters as described in such Proxy Statement. Seaport Global Acquisition has commenced mailing the Proxy Statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transactions. Investors and security holders of Seaport Global Acquisition are advised to read the Proxy Statement in connection with Seaport Global Acquisition's solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transaction because the Proxy Statement contains important information about the proposed transaction and the parties to the proposed transaction. Stockholders may also obtain copies of the Proxy Statement, without charge at the SEC's website at www.sec.gov or by directing a request to: Seaport Global Acquisition Corp., 360 Madison Avenue, 20th Floor, New York, NY 10017, Attention: Secretary, telephone: (212) 616-7700.
Participants in the Solicitation
Seaport Global Acquisition, Redbox and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Seaport Global Acquisition's stockholders in connection with the business combination. Seaport Global Acquisition's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Seaport Global Acquisition in Seaport Global Acquisition's final prospectus filed with the SEC on December 1, 2020 in connection with Seaport Global Acquisition's initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Seaport Global Acquisition's stockholders in connection with the proposed business combination are set forth in the Proxy Statement for the proposed business combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination are included in the Proxy Statement that Seaport Global Acquisition has filed with the SEC.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this communication, regarding Seaport Global Acquisition's proposed business combination with Redbox, Seaport Global Acquisition's ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the respective management of Seaport Global Acquisition and Redbox and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Seaport Global Acquisition or Redbox. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of Seaport Global Acquisition or Redbox is not obtained; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to Redbox; the amount of redemption requests made by Seaport Global Acquisition's stockholders; the overall level of consumer demand for Redbox's products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of Redbox's customers; Redbox's ability to implement its business and growth strategy; changes in governmental regulation, Redbox's exposure to litigation claims and other loss contingencies; disruptions and other impacts to Redbox's business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response, and as a result of the proposed transaction; Redbox's ability to retain and expand customer relationships; competitive pressures from many sources, including those using other distribution channels, having more experience, larger or more appealing inventory, better financing, and better relationships with those in the physical and streaming movie and television industries; developments in the home video distribution market as newer technologies and distribution channels compete for market share, and Redbox experiences a secular decline in the physical rental market; the impact of decreased quantity and quality of movie content availability for physical and digital distribution due to changes in quantity of new releases by studios, movie content failing to appeal to consumers' tastes, increased focus on digital sales and rentals, and other general industry-related factors; the termination, non-renewal or renegotiation on materially adverse terms of Redbox's contracts or relationships with one or more of its significant retailers or studios; Redbox's inability to obtain licenses to digital movie or television content for home entertainment viewing; Redbox's reliance upon a number of partners to make its digital service available on their devices; unforeseen costs and potential liability in connection with content Redbox acquires, produces, licenses and/or distributes through its service; the impact of the COVID-19 pandemic on Redbox's business, results of operations and financial condition, its suppliers and customers and on the global economy; the impact that global climate change trends may have on Redbox and its suppliers and customers; Redbox's ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Seaport Global Acquisition's information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.
More information on potential factors that could affect Seaport Global Acquisition's or Redbox's financial results is included from time to time in Seaport Global Acquisition's public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the preliminary and the definitive proxy statements that Seaport Global Acquisition has filed with the SEC in connection with Seaport Global Acquisition's solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or Seaport Global Acquisition's or Redbox's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Seaport Global Acquisition nor Redbox presently know, or that Seaport Global Acquisition and Redbox currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Seaport Global Acquisition's and Redbox's expectations, plans or forecasts of future events and views as of the date of this communication. Seaport Global Acquisition and Redbox anticipate that subsequent events and developments will cause their assessments to change. However, while Seaport Global Acquisition and Redbox may elect to update these forward-looking statements at some point in the future, Seaport Global Acquisition and Redbox specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Seaport Global Acquisition's or Redbox's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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