Global Eagle Acquisition Corp, the special purpose acquisition company founded by media veterans Harry Sloan and Jeff Sagansky, has completed its US$430m acquisition of satellite-based in-flight broadband service provider Row 44 and German in-flight…
Global Eagle Acquisition Corp, the special purpose acquisition company founded by media veterans Harry Sloan and Jeff Sagansky, has completed its US$430m acquisition of satellite-based in-flight broadband service provider Row 44 and German in-flight entertainment solutions firm Advanced Inflight Alliance.
The transaction was sealed after approximately 94% of Global Eagle’s shareholders voted in favor of the business combination at a special meeting held on 31 January.
The stockholders also approved all of the other proposals which came before the meeting. Mores specifically, the SPAC’s public stockholders did not redeem their aggregate 8,828,419 shares, thereby satisfying the closing condition in the Row 44 merger agreement which required that at least 3,955,833 public shares not be redeemed.
In connection with the closing, the combined company was renamed Global Eagle Entertainment Inc. and will trade under ‘ENT’ symbol on Nasdaq. Global Eagle will serve as the public holding company for both Row 44 and AIA.
Under the terms of the transaction, Global Eagle acquired 100% of Row 44 through the issuance of approximately 25 million shares of common stock representing a total consideration of US$250m.
At the same time, it purchased the entirety of US private equity firm PAR Capital Management’s 86% stake in AIA in return for around 14.37 million new shares of non-voting Golden Eagle common stock. The exchange represents a purchase price of €5.50 per share, equating to a total consideration of approximately €112.56m (US$143.7m).
The remaining 14% of AIA will continue to be held as free-float trading on the Frankfurt Stock Exchange.
Commenting on the deal, Ed Shapiro, chairman of the boards of Row 44 and AIA and chairman-designate of Global Eagle Entertainment, said: “This unique business combination puts Global Eagle Entertainment at the forefront of a rapidly expanding industry sector, providing both connectivity and diverse content for airline passengers worldwide.
“Leveraging our resources, industry-leading positions and strong balance sheet, Global Eagle is uniquely positioned to serve the global commercial airline industry, while creating new sources of ancillary revenue. We will provide passengers with far better access to communication, information and numerous entertainment options.”
Shapiro is also a partner at PAR Capital Management, the new majority shareholder of Global Eagle Entertainment.
Citigroup is acting as lead capital markets and financial adviser to Global Eagle, with BofA Merrill Lynch assiting the company in identifying acquisition targets. RBC Capital Markets is advising AIA, while Seabury Group is providing advisory services to Row 44. McDermott Will & Emery is legal counsel to Global Eagle, while Goodwin Procter and SJ Berwin are legal advisers to PAR and Strategic Law Partners counsel to Row 44.
