Sky Harbour Group Corporation Announces A Securities Purchase Agreement To Issue 3,352,106 PIPE Shares For Net Proceeds Of About $31.8M, On A Net Purchase Price Of $9.50 Per Share With Potential For Additional $63M By December 2024; Proceeds To Fund Aviation Infrastructure Expansion Plan Through 2026, Supporting Development Of 6-7 New Airport Campuses

Sky Harbour Group Corporation (NYSE:SKYH, SKYH WS))))) ("SHG" or the "Company"), an aviation infrastructure company building the first nationwide network of Home-Basing campuses for business aircraft, announced it has entered a securities purchase agreement with certain investors to issue 3,352,106 PIPE shares of Class A Common Stock for aggregate net proceeds of approximately $31.8 million, on a net purchase price of $9.50 per share in an initial closing expected to occur no earlier than October 15, 2024 and no later than October 25, 2024, subject to customary closing conditions.

In addition, the Company granted each investor the option to purchase one additional share of Class A Common Stock for each initial PIPE Share purchased in the initial closing at the same net price of $9.50 per share. These associated options to purchase additional PIPE Shares at a second closing expire on December 4th, 2024. Any PIPE Shares purchased at the second closing would be issued on or prior to December 20, 2024.

At any time prior to the initial closing, at the Company's sole discretion, we may allow additional investors to purchase additional PIPE Shares and the associated option to purchase PIPE Shares at the second closing date, by executing a joinder to the securities purchase agreement. The price per share may be equal to or greater than $9.50, and the amount of PIPE Shares that may be purchased at the second closing may be equal to or less than the number of additional PIPE Shares purchased by such additional investors in the initial closing.

The financing includes participation from investors in the Company's November 2023 PIPE, including affiliates of Altai Capital and Raga Partners, as well as Boulderado, the family office of SHG Board member Alex Rozek.

The Company plans to leverage the potential proceeds of approximately $63 million of this PIPE financing from both closings, and other cash on hand, with the previously announced incremental $150 million in private activity debt financing, the latter expected to be issued in the first semester of 2025. The combined proceeds of approximately $240 million is intended to support the phase 1 development projects at approximately 6-7 new airport campuses (or approximately 800,000 additional rentable square feet), beyond the approximately one million rentable square feet already funded. As recently announced, the Company is forecasting to announce another eight ground leases by the end of 2025, bringing the portfolio to 22 airports. Discussions with the various potential debt providers continue, with fixed income markets continuing to improve in the Company's direction in terms of yield spreads and overall interest rates.