Boingo Wireless (NASDAQ: WIFI) today released its Preliminary Proxy Statement (PREM14A) related to its $854m or $14.00 per share take-private through a merger with an entity of Digital Colony Partners II (Digital Colony), the second flagship private equity fund from Colony Capital. Below we summarize notable events and key takeaways regarding the background of the merger.
Boingo Wireless began its sale process in the Fall of 2019, when a number of third-parties reached out to the company and TAP Advisors (its financial advisor and investment banker). Including Digital Colony, we highlight below 25 different companies that demonstrated a meaningful interest in a potential acquisition of Boingo Wireless.
Overall, 21 of these interested parties were private investment firms (i.e., private equity), 3 were publicly-traded companies, and 1 was a private strategic firm. Notably, the identities of the different parties, other than Digital Colony, are not disclosed. However, one other bidder identity that Dgtl Infra was able to derive from the proxy statement was Blackstone, as Company E.
TAP Advisors notes that by the Summer of 2020, it had reached out to more than 35 third parties regarding their interest in a strategic transaction to acquire Boingo Wireless. However, indications of interest were only made by 5 bidders: Company A, Company B, Company C, Blackstone, and Digital Colony.
Background of the Merger – Digital Colony Acquires Boingo Wireless
Developments in 2020 – Digital Colony and Boingo Wireless Take-Private
- March 1, 2020: Digital Colony submits a written non-binding indication of interest to acquire Boingo Wireless. Specifically, pricing is in the range of $17.00 to $18.50 per share
- July 3, 2020: Digital Colony indicates that they may request to partner with a publicly-traded company. Specifically, with Company V, in order to make a joint offer for Boingo Wireless
- October 24, 2020: Following initial due diligence, Digital Colony submits a revised non-binding written indication of interest to acquire Boingo Wireless at a lower price of $12.00 per share. Specifically, this offer is contingent upon Boingo Wireless signing a 30-day exclusivity agreement with Digital Colony
- November 17, 2020: TAP Advisors indicates to Digital Colony that they will expand access to Boingo Wireless’ data room. However, only if Digital Colony increases their indication of interest to $14.00 per share
- November 27, 2020: Digital Colony submits a written indication of interest to acquire Boingo Wireless at a higher price of $14.00 per share. Once again, this offer is contingent upon Boingo Wireless signing a 30-day exclusivity agreement with Digital Colony
- December 2, 2020: TAP Advisors indicates to Digital Colony that Boingo Wireless will grant exclusivity to Digital Colony if they increase their indication of interest to $16.00 per share
- December 22, 2020: TAP Advisors again advises Digital Colony to increase its indication of interest to $16.00 per share in order to be granted exclusivity. Digital Colony declines to do so
Developments in 2021 – Digital Colony and Boingo Wireless Take-Private
- January 25, 2021: Digital Colony re-submits a written non-binding indication of interest to acquire Boingo Wireless at a price of $14.00 per share. Once again, this offer is contingent upon Boingo Wireless signing a 30-day exclusivity agreement with Digital Colony. Additionally, Digital Colony permits Boingo Wireless to separately negotiate a potential divestiture of its Multifamily business
- January 29, 2021: Boingo Wireless and Digital Colony execute the exclusivity agreement until February 24, 2021
- February 26, 2021: Boingo Wireless and Digital Colony enter into the Merger Agreement
- March 1, 2021: Boingo Wireless publicly issues a press release announcing the signing of the Merger Agreement
Background of the Merger – Key Events from Other Interested Parties
Aside from Digital Colony, we highlight below key investments from other private investment firms and publicly-traded companies that took an interest to take-private Boingo Wireless.
Company A
Company A is a private investment firm with offices in New York and Los Angeles.
- January 29, 2020: Company A submits a non-binding indication of interest to acquire Boingo Wireless. Specifically, pricing is in the range of $18.00 to $19.00 per share
- February 27, 2020: Company A informs Boingo Wireless that it will delay signing any merger agreement, citing market volatility from the COVID-19 pandemic
- March 20, 2020: Company A puts a 30-day pause on further negotiating a definitive agreement due to market volatility concerns
- May 19, 2020: Company A withdraws their bid due to financing and market volatility concerns from the COVID-19 pandemic
Company B
Company B is a private investment firm.
- January 30, 2020: Company B conveys an oral indication of interest to acquire Boingo Wireless. Specifically, pricing is in the range of $15.00 to $16.00 per share
Company C
Company C is a private investment firm.
- February 18, 2020: Company C submits a written non-binding indication of interest to acquire Boingo Wireless. Specifically, pricing is in the range of $15.75 to $16.00 per share
- June 19, 2020: Company C sends Boingo Wireless a mark-up of the full auction draft form of merger agreement
- July 1, 2020: Company C informs Boingo Wireless’ management that it is withdrawing from the bidding process
Blackstone (Company E)
Blackstone (Company E) is a private investment firm.
- February 25, 2020: Blackstone submits a written non-binding indication of interest to acquire Boingo Wireless at $19.50 per share
- February 28, 2020: Blackstone sends Boingo Wireless a mark-up of the auction draft form of merger agreement
- March 5, 2020: Blackstone indicates that they will no longer pursue a potential business combination with Boingo Wireless
Company H
Company H is a publicly-traded company.
- December 8, 2020: Company H indicates they are no longer interested in pursuing an acquisition of Boingo Wireless
Company I
Company I is a publicly-traded company.
- December 22, 2020: Company I indicates an interest in acquiring Boingo’s Carrier Services business, in partnership with Company J
Company J
Company J is a private investment firm.
- December 22, 2020: Company J indicates an interest in acquiring the remainder of Boingo’s assets other than the Carrier Services business, in partnership with Company I
- January 4, 2021: Company J provides an oral indication of interest in exploring a joint transaction together with Company I. Specifically, at a price of $16.00 per share
Revised Offer from Company J
- January 15, 2021: Company J revises its oral indication. As a result of further diligence with Company I, it lowers its prior hypothetical joint bid from $16.00 to $14.00 per share
- January 29, 2021: Company J submits a written non-binding indication of interest to buy Boingo’s military-related line of business and Multifamily business, for an aggregate of $266m
Background of the Merger – Key Events Remaining Parties
Overall, Company D, F, G, K, L, M, N, O, P, Q, R, S, T, U, and W, are all private investment firms which had no material developments during the merger process. Additionally, Company V is a publicly-traded company that, at one stage, explored partnering with Digital Colony to take-private Boingo Wireless. Finally, Company X is a private strategic firm.
