This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by Astra Space, Inc. with the SEC on July 18, 2024, announcing the successful closing of the transaction. The merger agreement underlying the deal had been previously announced on March 7, 2024. As of the closing, Astra's Class A shares ceased trading and the company intended to deregister with the SEC and delist from Nasdaq, having previously received Nasdaq deficiency notices for non-compliance with minimum bid price and stockholders' equity listing requirements.
On the financial advisory side, Houlihan Lokey Capital, Inc. served as financial advisor to the Special Committee of Astra's Board of Directors, which was formed to evaluate the going-private proposal from insiders. Moelis & Company served as financial advisor to Parent (Apogee Parent, Inc.), the acquiring entity controlled by Kemp and London.
On the legal side, Freshfields Bruckhaus Deringer US LLP served as the Special Committee's legal counsel, Cozen O'Connor, P.C. served as legal counsel to Astra itself, and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Parent.
The disclosed terms are straightforward: an all-cash take-private at $0.50 per share, with Parent acquiring all Class A shares not already owned by the Kemp/London group. No aggregate dollar value for the transaction was stated in the press release (the fixed per-share price was disclosed, but not total shares outstanding or an aggregate deal size), so no aggregate value has been recorded here.
What is not disclosed in this filing: the aggregate transaction value in dollars, the total number of shares being acquired, and any termination fee or financing details. The press release confirms only that the deal had closed as of July 18, 2024, with final SEC deregistration filings still to be made.