EG Acquisition Corp. (NYSE: EGGF), a Special Purpose Acquisition
Company (“SPAC”), sponsored by EnTrust Global and GMF Capital, and
flyExclusive, a leading provider of premium private jet
experiences, today announced that EGGF has filed with the U.S.
Securities and Exchange Commission (“SEC”) a preliminary proxy
statement (the “Preliminary Proxy Statement”) on May 5, 2023 in
connection with its previously announced business combination (the
“Business Combination”) with LGM Enterprises, LLC d/b/a
flyExclusive (“flyExclusive”) and with respect to the special
meeting of EGGF’s stockholders.
"We are excited to reach this milestone, and to do so with
partners who see the value in our business and support our vision
for the future," said Jim Segrave, CEO of flyExclusive. "EGGF
founders Gary Fegel and Gregg Hymowitz have agreed to stay invested
for the long-term, with their founder shares locked up for three
years, which speaks to their confidence in our long-term business
model. They are both extremely successful businessmen who have also
agreed to serve on our board of directors. flyExclusive is
fortunate to have them involved and engaged in helping take the
Company to the next level.
In just eight years, flyExclusive has become one of North
America's largest private jet operators with double digit
membership growth and greater than 90% retention among existing
customers. We believe that entering the public markets will allow
us to fuel our continued growth, better serve our customers and
execute on our strategic plan to become a leading, fully vertically
integrated private aviation company.”
On October 17, 2022, EGGF entered into a definitive agreement
for a business combination with flyExclusive. The transaction is
expected to be completed in the third quarter of 2023 and is
subject to approval by EGGF’s shareholders, the Preliminary Proxy
Statement being cleared for mailing by the SEC, and other customary
closing conditions.
Under the terms of the Business Combination agreement, the
transaction values flyExclusive at a pre-transaction equity value
of $600 million and is expected to provide up to $310 million in
proceeds, including $85 million of committed convertible notes and
$225 million of EGGF cash in trust assuming no redemptions.
A link to the Preliminary Proxy Statement, as well as other
information related to the proposed transaction can be found via EG
Acquisition Corp.’s filings with the SEC at www.sec.gov.
About EG Acquisition Corp
EGGF is a SPAC formed for the purpose of effecting a business
combination with one or more businesses. It is sponsored by EnTrust
Global and GMF Capital, and raised $225 million in its initial
public offering on May 26, 2021.
Founded in 1997 by Chairman and CEO Gregg S. Hymowitz, EnTrust
Global is a global investment firm with approximately $18 billion
in total assets.1 The firm manages assets for more than 500
institutional investors representing 48 countries. EnTrust has
invested nearly $14 billion across approximately 160 transactions
in both the private and public sectors, including transportation
businesses. GMF Capital, a private investment platform founded by
Gary Fegel in 2013, manages more than $1.5 billion in assets and
has invested more than $5.5 billion of assets across 100+
transactions since inception, including in blank check companies
and aviation industry assets.
At the time of EGGF’s initial public offering, the sponsor
agreed to not sell its founder shares for a period of three years
after the business combination.
About flyExclusive
flyExclusive is a vertically integrated, FAA regulated operator
of private jet experiences offering customers on-demand charter,
Jet Club and fractional jet services to destinations across the
globe. As one of the world’s largest operators of Cessna Citation
aircraft, flyExclusive owns a floating fleet of more than 90 light
to heavy jets. The company manages all aspects of the customer
experience, ensuring that every flight is on a modern, comfortable
and safe aircraft. flyExclusive’s in-house Maintenance, Repair and
Overhaul services, including paint, interiors and avionics
capabilities, are provided from its campus headquarters in Kinston,
North Carolina. To learn more, visit www.flyexclusive.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between flyExclusive and EGGF. These
forward-looking statements generally are identified by the words
"believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should,"
"will," "would," "will be," "will continue," "will likely result,"
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this document, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of EGGF’s securities, (ii) the risk that the transaction may not be
completed by EGGF’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by EGGF, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the approval by the
shareholders of EGGF and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in
determining whether or not to pursue the transaction, (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Equity Purchase Agreement, (vi)
the effect of the announcement or pendency of the transaction on
flyExclusive’s business relationships, operating results and
business generally, (vii) risks that the proposed transaction
disrupts current plans and operations of flyExclusive and potential
difficulties in flyExclusive employee retention as a result of the
transaction, (viii) the outcome of any legal proceedings that may
be instituted against flyExclusive or against EGGF related to the
Equity Purchase Agreement or the transaction, (ix) the ability to
maintain the listing of the EGGF’s securities a national securities
exchange, (x) the price of EGGF’s securities may be volatile due to
a variety of factors, including changes in the competitive and
highly regulated industries in which EGGF plans to operate or
flyExclusive operates, variations in operating performance across
competitors, changes in laws and regulations affecting EGGF’s or
flyExclusive’s business and changes in the combined capital
structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
transaction, and identify and realize additional opportunities, and
(xii) the risk of downturns and a changing regulatory landscape in
the highly competitive aviation industry. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the "Risk Factors" section of EGGF’s registration on Form S-1,
the Preliminary Proxy Statement that was filed as discussed above
and other documents filed by EGGF from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and flyExclusive and EGGF assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. flyExclusive nor EGGF gives any assurance that either
flyExclusive or EGGF or the combined company will achieve its
expectations.
Additional Information
EGGF filed the Preliminary Proxy Statement with the SEC on May
5, 2023 in connection with the Business Combination pursuant to the
equity purchase agreement, dated as of October 17, 2022, by and
among EGGF, flyExclusive and other parties (the “Equity Purchase
Agreement”), and EGGF will mail the definitive proxy statement and
other relevant documents to its stockholders. This communication
does not contain all the information that should be considered
concerning the Business Combination. It is not intended to provide
the basis for any investment decision or any other decision in
respect to the proposed Business Combination. EGGF’s
stockholders and other interested persons are advised to read the
Preliminary Proxy Statement, any amendments thereto, and, when
available, the definitive proxy statement in connection with EGGF’s
solicitation of proxies for the special meeting to be held to
approve the Business Combination as these materials will contain
important information about flyExclusive and EG and the proposed
Business Combination. The definitive proxy statement will be
mailed to the stockholders of EG as of a record date to be
established for voting on the Business Combination. Such
stockholders will also be able to obtain copies of the definitive
proxy statement, without charge, once available, at the SEC’s
website at http://www.sec.gov.
Participants in the Solicitation
EGGF, EG Sponsor LLC and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of EGGF’s stockholders in connection with the Business
Combination. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Business Combination of EGGF’s directors and officers in EGGF’s
filings with the SEC, including EGGF’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2022, which was filed with
the SEC on April 13, 2023, and the Preliminary Proxy Statement.
Stockholders can obtain copies of EGGF’s filings with the SEC,
without charge, at the SEC’s website at www.sec.gov.
flyExclusive and its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
EGGF’s stockholders in connection with the Business Combination. A
list of the names of such directors and executive officers and
information regarding their interests in the Business Combination
can be found in the Preliminary Proxy Statement.
No Offer or Solicitation
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
1 As of January 31, 2023; based on estimates and includes assets
under advisement and mandates awarded but not yet funded.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230508005671/en/
Media Contact: Jillian Wilson, Marketing Specialist
jiwilson@flyexclusive.com | (252) 366-3604
Investor Relations Contact: Sloan Bohlen, Solebury
Strategic Communications investors@flyexclusive.com
EG Acquisition (NYSE:EGGF)
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EG Acquisition (NYSE:EGGF)
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