CONX Corp.: M&A transaction — CONX completes $26.75M property buy from EchoStar, issues $200M preferred, delists Nasdaq

CONX Corp.

Acquired Littleton, CO commercial real estate for $26.75M from EchoStar affiliate; triple-net leaseback with 10-year term at $228.5K/month.
Issued 17.39M shares of Series A Convertible Preferred at $11.50/share to Charles Ergen family trust for $200M.
Tender offer bought back 1.94M Class A shares at $10.598 each; 99% of Class A now held by nXgen and affiliates.
Class B common converted to Class A; no shares outstanding. Stock no longer listed on Nasdaq; OTC listing application pending.
Preferred stock mandatorily converts to Class A when VWAP >= $11.50 for 20 of 30 trading days; otherwise redeemable after 5 years at $11.50.

item 2.01 item 5.06 item 9.01 item 3.02 item 3.03 item 5.03

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CONX Corp.: Filed a Certificate of Designation setting forth terms of Preferred Stock (effective 2024-05-01).

Change: charter amendment
Effective: 2024-05-01

Exact text from the filing

On May 1, 2024, the Company filed the Certificate of Designation with the Secretary of State of Nevada setting forth the terms, rights, obligations and preferences of the Preferred Stock.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CONX Corp.: Company ceased being a shell company as a result of the Transaction.

Change: shell status

Exact text from the filing

As a result of the Transaction, the Company ceased being a shell company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CONX Corp. completed an acquisition involving EchoStar Real Estate Holding L.L.C. for $26.75 million (closed 2024-05-01).

Action: acquisition
Counterparty: EchoStar Real Estate Holding L.L.C.
Consideration: $26.75 million
Closing: 2024-05-01

Exact text from the filing

On May 1, 2024 (the “Closing Date”), CONX Corp. (the “Company” or “CONX”), completed its previously announced purchase from EchoStar Real Estate Holding L.L.C. (“Seller”), a subsidiary of EchoStar Corporation (“EchoStar”), of that certain commercial real estate property (the “Property”) in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million (the “Transaction”), pursuant to the terms of the purchase and sale agreement

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Source: SEC EDGAR

accession 0001104659-24-058132

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