Milbank LLP advised UBS Securities LLC and Barclays Capital Inc. and the other joint bookrunning managers, as well as the co-managers, in connection with the private offering (the “convertible notes offering”) of $575 million aggregate principal amount of 2.375% convertible senior notes due 2032 (the “notes”) by AST SpaceMobile, Inc. (“AST SpaceMobile”) (NASDAQ: ASTS). The offering included the exercise in full of the option granted to initial purchasers to purchase up to $75.0 million aggregate principal amount of the notes.
In connection with the convertible notes offering, AST SpaceMobile purchased a capped call hedge designed to reduce potential dilution and offset cash payments upon conversion.
AST SpaceMobile used approximately $47 million of the net proceeds of the convertible notes offering to pay for the cost of the capped call hedge transactions and intends to use the remainder for general corporate purposes.
Milbank also advised UBS Securities LLC as placement agent in connection with the concurrent registered direct offering of shares of AST SpaceMobile’s Class A common stock. AST SpaceMobile used the net proceeds of approximately $346 million from the registered direct offering to repurchase $135 million principal amount of its outstanding 4.25% convertible senior notes due 2032 in separate, privately negotiated transactions with a limited number of investors.
The Milbank deal team was led by Transportation and Space partner and Space Business practice leader Dara Panahy and Corporate Finance and Securities partner Brett Nadritch, with support from associates Abir Varma, Alyssa Julian, Kendall Langs and Heaven Johnson.
