Astra Becomes Public
Traded Company Through Merger With Holicity
February 2, 2021
Astra and Holicity Inc.
announced a definitive business combination
agreement that will result in Astra becoming a
publicly traded company. The transaction
reflects an implied pro-forma enterprise value
for Astra of approximately $2.1 billion. Upon
closing, the transaction is expected to provide
up to $500 million in cash proceeds, including
up to $300 million of cash held in the trust
account of Holicity and an upsized $200 million
PIPE led by funds and accounts managed by
BlackRock.
“This transaction takes us
a step closer to our mission of improving life
on Earth from space by fully funding our plan to
provide daily access to low Earth orbit from
anywhere on the planet,” said Chris Kemp,
Founder, Chairman and CEO of Astra.
“I have long believed space
provides an unmatched opportunity to benefit and
enrich society,” said Craig McCaw, Chairman and
CEO of Holicity. “Astra’s space platform will
further improve our communications, help us
protect our planet, and unleash entrepreneurs to
launch a new generation of services to enhance
our lives.”
In December 2020, Astra
joined a small, elite group of companies that
have made it to space. With over 50 launches in
manifest across more than 10 private and public
customers, including NASA and DOD, Astra has
booked over $150 million of contracted launch
revenue. Astra will begin delivering customer
payloads this summer and begin monthly launches
by the end of this year.
Following the closing of
the transaction, the combined company will
continue to be led by Founder and CEO Chris
Kemp. It is expected that Craig McCaw will join
Astra’s board of directors.
The proposed transaction,
which is expected to be completed in the second
quarter of 2021, has been unanimously approved
by the boards of directors of both Astra and
Holicity and remains subject to approval by
Holicity’s stockholders. Upon the closing of the
transaction, the combined company will be named
Astra and will be listed on NASDAQ under the
symbol “ASTR.”
Transaction Overview
Holicity, which currently
holds over $300 million of cash in trust, will
combine with Astra in a transaction that is
estimated to result in a pro forma enterprise
value of approximately $2.1 billion. Cash
proceeds in connection with the transaction will
be funded through a combination of Holicity’s
$300 million cash in trust and a $200 million
fully committed common stock PIPE at $10.00 per
share, led by funds and accounts managed by
BlackRock. Astra’s existing shareholders will
hold approximately 78% of the outstanding shares
of common stock of the combined company
immediately following the consummation of the
transaction, assuming no redemptions by
Holicity’s existing public stockholders. Astra’s
founders will hold their interest in the pro
forma combined company through super-voting
(10:1) common stock.
Completion of the proposed
transaction is subject to approval of Holicity’s
stockholders and other customary closing
conditions, including a registration statement
being declared effective by the Securities and
Exchange Commission (“SEC”). The transaction is
expected to be completed in the second quarter
of 2021.