Merger TMTSU

NextNav, a Leader in Next Generation GPS, to combine with Spartacus Acquisition Corporation

, BusinessWire

NextNav, a leader in next generation GPS, and Spartacus Acquisition Corporation, today announced their entry into a definitive merger agreement that will result in NextNav becoming a public company.

Gary Parsons, former Chairman of the Board for Sirius XM Radio, to serve as Chairman of the Board of NextNav; leading world-class Management Team and Board of Directors.

NextNav equity holders will roll 100% of their existing equity holdings into the combined company.

The transaction reflects a pro forma enterprise valuation of approximately $900 million and a pro forma equity value of approximately $1.2 billion (assuming no redemptions)

The transaction is expected to provide approximately $408 million in gross proceeds including a $205 million from a fully committed common stock PIPE from investors including Koch Strategic Platforms, a subsidiary of the Koch Investments Group, Fortress Investment Group, LLC, Ophir Asset Management, Woody Creek Capital Management and Quantlab Disruptive Technologies, Iridian Asset Management LLC, and Sponsor of Spartacus.

Proceeds are expected to be used to expand and fuel the growth of NextNav’s next generation, three-dimensional geolocation, e911, mass market consumer apps, eVTOLs, UAVs and autonomous vehicles, IoT and critical infrastructure and various other sectors.

Both Boards of Directors have unanimously approved the said business combination, and it is expected to close in the fourth quarter of 2021, subject to shareholder approval and other customary closing conditions.

On closing, the combined company will be named NextNav Inc., and its common stock and warrants will be listed on the Nasdaq under the ticker symbol “NN” and “NNW.”

PJT Partners is acting as sole financial advisor, and Hogan Lovells US LLP is acting as legal advisor to NextNav. B. Riley Securities is acting as sole financial and capital markets advisor to Spartacus. K&L Gates LLP is acting as legal counsel to Spartacus. B. Riley Securities and PJT Partners are acting as joint placement agents with respect to the private placement. Kirkland & Ellis LLP is acting as placement agent counsel.

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