Space launch firm Astra and Holicity SPAC to merge

Astra, a space launch company, and Holicity Inc, a blank check company, have agreed to merge.

Astra, a space launch company, and Holicity Inc, a blank check company, have agreed to merge. As a result of the transaction, Astra will go public. The deal puts Astra at a valuation 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 $200 million led by funds and accounts managed by BlackRock. PJT Partners acted as sole financial advisor to Astra and was also a placement agent on the funding.

PRESS RELEASE

ALAMEDA, Calif.–(BUSINESS WIRE)–February 02, 2021–
Astra, the fastest privately-funded company in history to demonstrate orbital launch capability, and Holicity Inc. (NASDAQ: HOL) (“Holicity”), a special purpose acquisition company (“SPAC”), today 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.

Additional information about the proposed transaction, including a copy of the Business Combination Agreement and the investor presentation, will be provided in a Current Report on Form 8-K to be filed by Holicity with the SEC and available at www.sec.gov and on Astra’s website at www.astra.com/investors. Holicity will file a registration statement (which will contain a proxy statement/prospectus) with the SEC in connection with the transaction.

Advisors
Deutsche Bank Securities acted as lead financial advisor and capital markets advisor to Holicity. BofA Securities acted as lead placement agent on the PIPE, financial advisor and capital markets advisor to Holicity. PJT Partners acted as sole financial advisor to Astra and also as a placement agent on the PIPE.

Winston & Strawn LLP acted as legal advisor to Holicity. Ropes & Gray LLP acted as legal advisor to Astra.

Investor Conference Call
Astra and Holicity will host a joint investor conference call to discuss the proposed transaction and review an investor presentation today, February 2, 2021, at 10:00 a.m. ET (7:00 a.m. PT). To listen to the conference call via telephone, dial +1 (833) 470-1428 or +1 (404) 975-4839 (international callers/U.S. toll) and enter the conference ID number 781791.

The investor presentation will be furnished as an exhibit to Holicity’s Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov. For a webcast of the live call and replay, please refer to Astra’s investor website, www.astra.com/investors.

About Astra
Astra was founded in October 2016 with the mission of launching a new generation of space services to improve life on Earth. Visit www.astra.com for more information.

About Holicity
Holicity Inc. is a special purpose acquisition company (“SPAC”) sponsored by Pendrell Holicity Holdings Corporation, which is a subsidiary of Pendrell Corporation, a permanent capital vehicle whose controlling shareholder is Mr. Craig O. McCaw.