Slide 1: Employee Town Hall
Employee Town Hall March 18, 2021 Filed Pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-6 Under the Securities Exchange Act of 1934 Filer: Osprey Technology Acquisition Corp. Commission File No.: 001-39113 Subject Company: Osprey Technology Acquisition Cor
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions between Osprey and BlackSky. These forward-looking statements generally are identified by th
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It This document relates to the proposed transactions between Osprey and BlackSky. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in
Slide 4: Overview
Overview Executive Summary Equity Award Overview & Treatment in Proposed Transaction General U.S. Income Tax Considerations
Slide 5: Executive Summary
Executive Summary
Slide 6: Executive Summary - Proposed Transaction
Executive Summary - Proposed Transaction On February 17, 2021, BlackSky Holdings, Inc. entered into a Merger Agreement with Osprey Technology Acquisition Corp. (a special purpose acquisition company) (“Osprey”), pursuant to which BlackSky will become a publicly listed company (the proposed transacti
Slide 7: Executive Summary – Equity Award Treatment
Executive Summary – Equity Award Treatment Assumption of Equity Awards – Upon closing of the proposed transaction, each outstanding BlackSky option and award of restricted stock units (“RSUs”) will be converted into an option or an award of RSUs covering Osprey Class A Common Stock Terms of Converte
Slide 8: Executive Summary – Exchange Ratio
Executive Summary – Exchange Ratio Determination of Exchange Ratio – The Exchange Ratio for options and RSUs will be the same exchange ratio used to determine the quantity of Osprey common shares that each share of BlackSky Class A Common Stock will be converted into in connection with the proposed
Slide 9: Executive Summary – Illustrative Example
Executive Summary – Illustrative Example Assumptions: Set forth below is an illustrative example calculation of the Exchange Ratio for options & RSUs. This illustrative example reflects several assumptions, including (i) that the trading price of Osprey’s common stock to be used in setting the Excha
Slide 10: Executive Summary - Tax Implications
Executive Summary - Tax Implications Tax Liability: The conversion of BlackSky options & RSUs into Osprey options & RSUs will not, in itself, trigger tax liabilities ISO Status: For incentive stock options (“ISOs”), conversion intended to allow options to continue as ISOs You should consult with you
Slide 11: Executive Summary – Exercise & Trading
Executive Summary – Exercise & Trading Pre-Close: Holders of BlackSky options can continue to exercise vested options for BlackSky Class A Common Stock before closing Post-Close: Assumed BlackSky options will become exercisable (when vested) for Osprey shares, as adjusted pursuant to the Merger Agre
Slide 12: Equity Award Overview & Treatment in Proposed Transaction
Equity Award Overview & Treatment in Proposed Transaction
Slide 13: BlackSky Options – a Quick Review
BlackSky Options – a Quick Review Options generally give you the ability to buy shares at a fixed exercise price for a specified period of time, subject to vesting and other criteria Options to purchase shares of BlackSky Common Stock were granted under either: Spaceflight, Inc. Amended and Restated
Slide 14: BlackSky Option Treatment in the Merger
BlackSky Option Treatment in the Merger If you hold BlackSky options that are outstanding and unexercised immediately before the Merger closes, those BlackSky options will be assumed by Osprey (“Assumed Options”) Assumed Options Cover Osprey common shares rather than shares of BlackSky Common Stock
Slide 15: BlackSky Options - Adjustments Based on Exchange Ratio
BlackSky Options - Adjustments Based on Exchange Ratio Number of Osprey shares under the Assumed Option is equal to: Number of BlackSky shares subject to the corresponding BlackSky option immediately before the Merger closed, multiplied by The Exchange Ratio Any resulting fractional share is rounded
Slide 16: BlackSky Option Assumption Example
BlackSky Option Assumption Example Assume the following hypothetical example BlackSky option Outstanding at Closing Options to acquire 1,000 shares of BlackSky Common Stock Per share exercise price of $0.0011 Aggregate exercise price of $1.10 Exchange Ratio of 0.08 Option to purchase 1,000 BlackSky
Slide 17: BlackSky RSUs – a Quick Review
BlackSky RSUs – a Quick Review Restricted stock units (or RSUs) are an unsecured promise by BlackSky to issue shares in the future, provided the vesting and other criteria are satisfied (such as, continued employment with BlackSky) Typically, no cost to the recipient (i.e., no exercise price) No sto
Slide 18: BlackSky RSUs Vesting Schedule
BlackSky RSUs Vesting Schedule Specified portion of BlackSky RSUs will vest on the earliest of: 180 days after the closing date of the Merger If after the closing date, Osprey completes a certain liquidation, merger, capital stock exchange, reorganization, or similar transaction that results in all
Slide 19: Treatment of BlackSky RSUs in the Merger
Treatment of BlackSky RSUs in the Merger If you hold BlackSky RSUs that are outstanding immediately before the Merger closes, those BlackSky RSUs will be assumed by Osprey (“Assumed RSUs”) Assumed RSUs Cover Osprey common shares rather than BlackSky Common Stock The number of Osprey shares subject t
Slide 20: BlackSky RSU Assumption Example
BlackSky RSU Assumption Example Assume the following hypothetical example BlackSky RSUs covering 1,000 BlackSky shares Exchange Ratio of 0.08 1,000 BlackSky shares x Exchange Ratio of 0.08 = 80 Osprey shares Fractional share rounded down This illustrative example reflects several assumptions, includ
Slide 21: General U.S. Income Tax Considerations
General U.S. Income Tax Considerations
Slide 22: Important Notice
Important Notice Neither BlackSky nor any of its representatives is offering tax planning or tax advice. This Appendix provides a brief summary of certain matters relating to the potential impact of U.S. federal income tax laws, as such laws were in effect on the date of this presentation, on certai
Slide 23: Types of Options
Types of Options Two types of options for U.S. tax purposes Incentive stock options (ISOs) Nonstatutory stock options (NSOs) ISOs and NSOs differ only in their tax effects, not in any other way All BlackSky options granted to employees are intended to be ISOs to the maximum extent permitted by ISO t
Slide 24: Incentive Stock Options (ISOs)
Incentive Stock Options (ISOs) An ISO is an option that is eligible for more favorable tax treatment than other options Key concepts: No tax at grant No tax at exercise Unless alternative minimum tax (AMT) applies Sale or other disposition of shares triggers income Tax consequences at sale differ de
Slide 25: Qualifying vs. Disqualifying Dispositions
Qualifying vs. Disqualifying Dispositions Applicable Holding Periods More than 2 years from grant date of ISOs More than 1 year from exercise of ISOs Must meet both holding periods for qualifying disposition of ISOs Failure to meet either of the holding periods results in disqualifying disposition o
Slide 26: Tax Results of Disposition Under ISOs
Tax Results of Disposition Under ISOs Qualifying: All gain is long-term capital gain in the year of sale Disqualifying: Tax in year of sale still, but - Ordinary income on the spread at exercise between FMV at exercise over the exercise price; and Capital gain on difference between sale price over e
Slide 27: Tax Treatment of BlackSky RSUs
Tax Treatment of BlackSky RSUs No tax at grant No tax at assumption of BlackSky RSUs and conversion into Assumed RSUs Ordinary income when shares are delivered following vesting Amount recognized is fair market value of the stock when delivered Capital gain or loss upon sale of shares Long-term or s
Slide 28: BlackSky RSU Tax Withholding: Sell to Cover
BlackSky RSU Tax Withholding: Sell to Cover BlackSky’s Board of Directors approved that unless determined otherwise by it, tax withholding for RSUs will be satisfied through a “sell to cover” Sell to cover Upon vesting of your BlackSky RSUs, a sufficient number of the vested shares otherwise deliver
Slide 29: Questions?
Questions?