Selina Hospitality PLC (“Selina”), the fast-growing lifestyle
and experiential hospitality brand targeting Millennial and Gen Z
travelers, and BOA Acquisition Corp. (NYSE: BOAS), a
publicly-traded special purpose acquisition company, today
announced that Selina has entered into agreements for a $147.5
million of 6% senior unsecured convertible notes due 2026. This
additional financing is expected to close concurrently with the
proposed business combination with BOAS and allow Selina to realize
its multi-year business plan.
Rafael Museri, Selina Co-Founder and Chief Executive Officer,
said, “We have taken another step to help ensure funding certainty
as we move towards the closing of our merger with BOAS and our
listing as a public company. We welcome our new investors and view
their support as additional validation of Selina’s differentiated
hospitality offering and the exciting opportunity in front of us.
Over the past seven years, we believe we have proven Selina’s value
proposition and that going public will enable us to accelerate our
growth and bring Selina to more locations, travelers and local
partners worldwide, further expanding our competitive moat. We had
strong performance in 2021, and already in 2022 we have had a
highly productive first quarter as we advance our strategic growth
plan. Selina is well positioned to continue to benefit from pent-up
travel demand, the increase in remote working, and the
prioritization of health, wellness and experiences among our target
customers, which we anticipate will accelerate in the coming
years.”
Sam Khazary, Selina Senior Vice President and Global Head of
Corporate Development, said, “We are particularly pleased to have
completed an offering in these uncertain times, underscoring
investor confidence in our business. We are grateful to Oppenheimer
& Co. for navigating this financing as placement agent, and for
their strategic advice in achieving a highly successful outcome for
Selina and our stakeholders.”
Benjamin Friedman, BOA Acquisition Corp. President and CFO,
said, “This new financing and the strong demand from investors
reinforce our conviction in the strength of Selina’s business and
the growth that they have delivered. We believe this transaction
provides Selina with additional capital to execute on their plan
and realize the incredible opportunity ahead.”
Morgan, Lewis & Bockius LLP acted as legal advisor to
Selina, King & Spalding LLP acted as legal advisor to BOA
Acquisition Corp. with Kirkland & Ellis LLP representing
Oppenheimer & Co.
About Selina Selina is one of the world's largest
hospitality brands built to address the needs of Millennial and Gen
Z travelers, blending beautifully designed accommodation with
coworking, recreation, wellness, and local experiences.
Custom-built for today's nomadic traveler, Selina provides guests
with a global infrastructure to seamlessly travel and work abroad.
Founded in 2014, each Selina property is designed in partnership
with local artists, creators, and tastemakers, breathing new life
into existing buildings in interesting locations around the world –
from urban cities to remote beaches and jungles. Selina's portfolio
includes 150 open or secured properties across 25 countries across
six continents. On December 2, 2021, Selina entered into a business
combination agreement with BOAS that will result in Selina becoming
a publicly listed company subject to the satisfaction of standard
closing conditions.
To learn more, visit www.selina.com or follow Selina on
Instagram, Facebook or YouTube. Download the Selina app on the App
Store or Google Play.
About BOA Acquisition Corp. BOA Acquisition Corp. is a
newly organized blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination
with one or more businesses. While BOAS may pursue an initial
business combination target in any business or industry, it intends
to focus its search on businesses that provide technological
solutions and innovation to the broader real estate industry.
Additional Information and Where to Find It This document
does not contain all the information that should be considered
concerning the proposed business combination between BOAS and
Selina (the “Business Combination”). In connection with the
proposed Business Combination, Selina intends to file with the U.S.
Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4 (the “Registration Statement”), which will
include a preliminary proxy statement of BOAS and a prospectus. The
definitive proxy statement and other relevant documents will be
mailed to stockholders of BOAS as of a record date to be
established for voting on the Business Combination. Stockholders of
BOAS and other interested persons are advised to read, when
available, the preliminary proxy statement and amendments thereto,
and the definitive proxy statement because these documents will
contain important information about BOAS, Selina, and the proposed
transactions contemplated by the Business Combination. Stockholders
will also be able to obtain copies of the Registration Statement
and the proxy statement/prospectus once they are available, without
charge, by directing a request to: BOA Acquisition Corp., 2600
Virginia Ave NW, Suite T23 Management Office, Washington, D.C.
20037. These documents, once available, and BOAS’ other filings and
reports filed with the SEC can also be obtained, without charge, at
the SEC’s internet site (http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No Offer or Solicitation This communication is for
informational purpose only and not a proxy statement or
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
Participants in Solicitation BOAS, Selina, and their
respective directors and executive officers, other members of
management and employees may be considered participants in the
solicitation of proxies with respect to the potential transaction
described in this communication under the rules of the SEC.
Information about the directors and executive officers of BOAS is
set forth in BOAS’ filings with the SEC. Information regarding
other persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders in connection
with the potential transaction and a description of their direct
and indirect interests will be set forth in the Registration
Statement (and will be included in the proxy statement/prospectus)
and other relevant documents when they are filed with the SEC.
These documents can be obtained free of charge from the sources
indicated above.
Forward-Looking Statements This communication includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events, including, without limitation, statements
regarding the Business Combination, Selina’s value proposition, the
effects on Selina of becoming a publicly traded company, and
expectations or plans of Selina’s management, including, without
limitation, the expectation that the proceeds from the financing
will help ensure the full funding of Selina’s current multi-year
business plan. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“potential,” or “continue,” or the negatives of these terms or
variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties (some of which are
beyond the control of Selina), and other factors which could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. These forward-looking
statements are based upon estimates and assumptions that, while
considered reasonable by Selina and its management, are inherently
uncertain. Factors that may cause actual results to differ
materially from current expectations include, without limitation:
(1) the occurrence of any event, change, or other circumstances
that could give rise to the termination of the definitive
agreements respecting the Business Combination and the financing;
(2) the outcome of any legal proceedings that may be instituted
against BOA, Selina, or others following the announcement of the
Business Combination; (3) the inability to complete the Business
Combination due to the failure to obtain approval of the
stockholders of BOAS or to satisfy other conditions to closing; (4)
changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or
regulations and the affects, if any, on the proposed financing; (5)
the ability of Selina to meet applicable listing standards
following the consummation of the Business Combination; (6) the
risk that the Business Combination and the proposed financing
disrupts current plans and operations of Selina as a result of the
announcement and consummation of the Business Combination and the
proposed financing; (7) the ability to recognize the anticipated
benefits of the Business Combination and the proposed financing,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers,
and retain its management and key employees; (8) costs related to
the Business Combination and the proposed financing; (9) changes in
applicable laws or regulations; (10) the possibility that Selina
may be adversely affected by other economic, business, and/or
competitive factors; (11) the impact of the COVID-19 pandemic on
Selina’s business and/or the ability of the parties to complete the
Business Combination and the proposed financing; and (12) other
risks and uncertainties to be contained in the proxy
statement/prospectus filed after the date hereof. In addition,
there may be additional risks that Selina does not presently know,
or that Selina currently believes are immaterial, that could also
cause actual results to differ from those contained in the
forward-looking statements. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Except
as may be required by law, Selina does not undertake any duty to
update these forward-looking statements.
To explore Selina real estate partnership opportunities, please
contact partnerships@selina.com
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