Willkie Advises EG Acquisition Corp. in Business Combination with flyExclusive

October 17, 2022

On October 17, Willkie client EG Acquisition Corp., a special purpose acquisition company sponsored by EnTrust Global and GMF Capital, and flyExclusive, a leading provider of premium private jet charter experiences, announced that they entered into a definitive business combination agreement.

Under the terms of the agreement, flyExclusive and EG Acquisition Corp. will combine into a new company that is expected to be listed on the New York Stock Exchange and will adopt flyExclusive as the corporate operating brand.

The transaction values flyExclusive at a pre-transaction equity value of $600 million and is expected to provide up to $310 million in proceeds, including $85 million of immediate funding through committed convertible notes and up to $225 million of SPAC cash held in trust.

The $85 million is being provided by certain sovereign wealth and U.S. institutional investors, via the purchase of convertible notes that were entered into simultaneously with the signing of the business combination agreement. The notes will convert into shares of the combined company upon the consummation of the business combination at a price of $10 per share (subject to adjustment in certain instances). The $85 million from the notes is expected to be primarily used by flyExclusive for the acquisition of additional aircraft and for related expenses.

The Willkie team was led by partner Sean Ewen and associates Andrew Marmer, Theodore Witt and Candace Mashel.