The Hollywood veterans’ publicly traded Global Eagle Acquisition has agreed to offer stock valued at $430M to buy two companies that will give them a leg up in the fast-growing inflight entertainment business. They’re acquiring Row 44, a satellite connectivity firm, and content company Advanced Inflight Alliance. The combined enterprise will trade on NASDAQ. “This is exactly the kind of worldwide digital media opportunity we’ve been seeking for Global Eagle since our IPO; and this is also a platform for Jeff and me to utilize our media and content relationships and experience to drive expansion and enhancement of inflight content and programming around the world, ” says Global Eagle CEO Harry Sloan who was formerly chief of Metro-Goldwyn Mayer Studios. His company’s co-founder, Jeff Sagansky, was a top exec at Sony Pictures and CBS.

Here’s the release:

Los Angeles, CA – November 8, 2012 – Global Eagle Acquisition Corp. (NASDAQ: EAGL; EAGLW; EAGLU) (Global Eagle) today announced the signing of definitive agreements under which Global Eagle will acquire Row 44, Inc. (Row 44) and approximately 86% of the issued and outstanding shares of Frankfurt-listed Advanced Inflight Alliance AG (GR: DVN1) (AIA) to create the largest entertainment and connectivity platform for the worldwide airline industry. AIA is the leading supplier of games, movies, general entertainment and applications to the airline industry, serving more than 130 airlines worldwide. Row 44 is a leading satellite-based broadband service provider to the global airline industry, with its inflight entertainment connectivity system currently installed on more than 400 aircraft that operate over land and sea worldwide.

Global Eagle is a special purpose acquisition company which raised approximately $190 million in its initial public offering in May 2011. Global Eagle’s founders, Harry Sloan and Jeff Sagansky, believe that this marriage of content, connectivity and capital will create a superior platform to exploit the rapidly expanding global airline industry as it increasingly focuses on the in-cabin entertainment experience and other ancillary revenue opportunities. Following the closing, Global Eagle will own 100% of the equity of Row 44 and approximately 86% of the issued and outstanding shares of AIA, and be renamed Global Eagle Entertainment Inc. Global Eagle intends to apply to list its shares of common stock on the Nasdaq Stock Market under the symbol “ENT.”

Global Eagle is purchasing the AIA shares from PAR Investment Partners, L.P. (PAR), which is also a major shareholder of Row 44. AIA separately will retain its listing on the Frankfurt Stock Exchange (with trading of its shares in Deutsche Borse’s Xetra trading system), with approximately 14% of the shares held by public shareholders.

In support of this transaction, Global Eagle has arranged for leading institutional investors, including PAR, to purchase 7.125 million shares of common stock of Global Eagle to the extent any public stockholders of Global Eagle redeem their shares. In the event there are no redemptions or less than 7.125 million public shares are redeemed, the backstop investors also have an option to purchase up to a total of 7.125 million shares. The shares of common stock that PAR will receive pursuant to the Backstop Agreement may include shares of voting and non-voting Global Eagle common stock.

In making the announcement, Harry Sloan, Chairman and CEO of Global Eagle, stated, “By combining AIA’s access to the installed inflight entertainment market with Row 44′s wi-fi to mobile device capability, Global Eagle has potential access to 100% of the airline passenger experience, creating an addressable market as large as the global airline industry. This is exactly the kind of worldwide digital media opportunity we’ve been seeking for Global Eagle since our IPO; and this is also a platform for Jeff and me to utilize our media and content relationships and experience to drive expansion and enhancement of inflight content and programming around the world. ”

Edward L. Shapiro, a partner of PAR Capital Management and Chairman of the Board of Row 44 and Chairman of AIA’s Supervisory Board, who will become Chairman of Global Eagle Entertainment after the closing, stated, “We are extremely excited about this business combination. Row 44 and AIA are leaders in their respective industries and have highly complementary products and customer bases. With this transaction, not only will the two companies be able to enhance their offerings, but they will gain access to additional capital and relevant entertainment industry experience.”

Shapiro added, “I have had the privilege of working closely with the very talented Row 44 and AIA management teams and I look forward to continuing this work as we enter this next phase of accelerating industry adoption of wireless content delivery. I have known both Harry and Jeff for more than ten years and am eager to have them as partners as we build Global Eagle Entertainment into a leading global media company.”

All the members of Row 44 and AIA senior management teams, including John LaValle as CEO of Row 44 and Louis Belanger-Martin as CEO of AIA, will continue in their current positions under the new ownership structure.

Summary of Business Combination Transaction

Under the terms of the proposed business combination, Global Eagle will become the owner of all of the equity of Row 44 pursuant to the terms of the merger agreement entered into today. In addition, Global Eagle will become the owner of approximately 86% of the issued and outstanding shares of AIA pursuant to the terms of the Stock Purchase Agreement also entered into today with PAR.

Under the AIA Stock Purchase Agreement, Global Eagle will issue approximately 14,368,000 shares of non-voting common stock to PAR Capital for its 20,464,581 shares of AIA, representing a purchase price of EUR 5.50 per share and assuming a Euro to U.S. dollar exchange rate of 1.27655.

Pursuant to the Row 44 Merger Agreement, at the closing, Global Eagle will issue approximately 25 million shares of common stock to the equity holders of Row 44 representing a total enterprise value consideration of $250 million, subject to adjustments as defined in the Merger Agreement. Preliminarily, these adjustments are expected to result in the issuance of approximately 22.5 million shares to the equity holders of Row 44 at closing, a payment of approximately $12 million in cash to PAR, as the first party to commit to a backstop agreement, and the assumption of certain warrants. PAR currently owns approximately 86% of the issued and outstanding shares of AIA and more than 40% of the issued and outstanding equity of Row 44. AIA currently owns approximately 13% of the issued and outstanding equity of Row 44.

Assuming no redemptions of Global Eagle stock by its public stockholders, the current stockholders of Global Eagle, the current owners of Row 44 (excluding PAR Capital and AIA), PAR and AIA (approximately 86% of which will be owned by Global Eagle) will hold approximately 39%, 17%, 39% and 5%, respectively, of the issued and outstanding shares of Global Eagle Entertainment Inc. common stock immediately following the closing.

The cash currently held in Global Eagle’s trust account will be used to fund any redemptions by public stockholders of Global Eagle of their common stock, accrued expenses and transaction expenses and fees, with any remaining cash being used for working capital and capital expenditures to facilitate growth and industry consolidation initiatives and other general corporate purposes.

The boards of directors of Global Eagle and Row 44 have unanimously approved the Row 44 Merger Agreement and the board of directors of Global Eagle and PAR have each approved the sale of PAR’s AIA shares. Completion of the transaction, which is expected to occur in January 2013, is subject to approval by Global Eagle and Row 44 stockholders, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, any applicable non-U.S. antitrust approvals and other customary closing conditions.

Citigroup is acting as lead capital markets advisor to Global Eagle, and BofA Merrill Lynch and Citigroup are providing financial advisory services to Global Eagle. RBC Capital Markets is providing advisory services to AIA. Seabury Group, LLC is providing advisory services to Row 44. Legal counsel to Global Eagle is McDermott Will & Emery LLP. Legal counsel to PAR are Goodwin Procter LLP and SJ Berwin. Legal counsel to Row 44 is Strategic Law Partners, LLP.

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