Astra Successfully Closes Take-Private Transaction

Insider Brief:

• Astra announced the completion of its take-private transaction, delisting from Nasdaq and transitioning to private ownership under Apogee Parent, Inc.
• The entity is formed by Astra’s co-founders, Chris Kemp and Dr. Adam London.
• According to the agreement, Apogee Parent, Inc. will acquire all outstanding shares of Astra’s Class A common stock for $0.50 per share in cash.
• Astra also plans to file with the U.S. Securities and Exchange Commission to suspend its periodic reporting obligations and terminate the registration of its Class A shares.

Astra announced the completion of its take-private transaction. This move sees the company delist from Nasdaq and transition to private ownership under Apogee Parent, Inc. This entity is formed by Astra’s co-founders, Chris Kemp and Dr. Adam London.

The transaction was first announced on March 7, 2024. According to the agreement, Apogee Parent, Inc. will acquire all outstanding shares of Astra’s Class A common stock for $0.50 per share in cash. As of July 18, 2024, Astra’s Class A shares stopped trading on Nasdaq.

Astra also plans to file with the U.S. Securities and Exchange Commission to suspend its periodic reporting obligations and terminate the registration of its Class A shares.

This decision follows two deficiency notices Astra received from Nasdaq in April 2024. The first notice highlighted that the company’s share price had fallen below $1.00 for 30 consecutive business days. The second notice pointed out that Astra’s stockholders’ equity was below the required $2.5 million.

Houlihan Lokey Capital, Inc. advised Astra’s Special Committee, while Freshfields Bruckhaus Deringer US LLP provided legal counsel. Cozen O’Connor, P.C. served as Astra’s legal counsel. For Apogee Parent, Inc., Moelis & Company acted as financial advisor, and Pillsbury Winthrop Shaw Pittman LLP provided legal counsel.