Flexjet, LLC entered into a definitive business combination agreement to acquire Horizon Acquisition Corporation II (NYSE:HZON) from Horizon II Sponsor LLC and others for $2.4 billion in a reverse merger transaction on October 11, 2022. The transaction values the combined company at a pro forma enterprise value of $3.1 billion. Flexjet shareholders (which includes affiliates of Eldridge Industries who are current investors in Flexjet) are expected to own 89% stake in the combined company. The transaction is backstopped with an up to $300 million common equity capital commitment from Eldridge Industries (an affiliate of Horizon's sponsor) and Horizon's sponsor, which consists of $155 million in non-redemption agreements and an up to $145 million redemption back-stop. As a result of the transaction, Flexjet is expected to be listed on the NYSE under the ticker symbol “FXJ.” On March 1, 2023, Horizon obtained a working capital loan in the total amount of $275,000 to fund working capital deficiencies and to finance transaction costs. Effective immediately following the Closing, Flexjet's board of directors will be comprised of seven directors, who will initially be: four directors designated by Directional Equityholders, of which at least two will qualify as an “independent director” under stock exchange regulations applicable to Flexjet; and three directors designated by the Eldridge Equityholders, of which at least two directors will qualify as “independent directors” under stock exchange regulations applicable to Flexjet.

The boards of directors for both Flexjet and Horizon have approved the proposed business combination. The deal is subject to approvals of the Horizon and Flexjet stockholders, the Registration Statement becoming effective under the Securities Act of 1933, the Flexjet Common Stock being approved for listing on a national exchange, the amount of Available SPAC Cash being at least $300 million, the PIPE Investment actually received prior to or substantially concurrently with the Closing, all applicable waiting periods (and any extensions thereof) under the HSR Act and all other Governmental Approvals applicable to the Transactions, shall have expired or been terminated, the Pre-Closing Reorganization shall have occurred prior to the SPAC Merger Effective Time, all of the directors and officers of Flexjet and Horizon shall have resigned, and other customary closing conditions, as well as successful completion of the pending solicitation of shareholders to extend Horizon's period to complete a business combination transaction. The transaction is expected to be completed in the second quarter of 2023. The majority of proceeds in the business combination are expected to be held on Flexjet's balance sheet.

Credit Suisse Securities (USA) LLC served as lead financial and capital markets advisor, Deutsche Bank Securities Inc. served as capital markets advisor and RBC Capital Markets, LLC served as financial and capital markets advisor to Horizon. Houlihan Lokey Capital, Inc. served as financial advisor to a special committee of independent directors of the Board of Directors of Horizon. Joel Rubinstein, Daniel Nussen, Matthew Kautz, Jonathan P. Rochwarger, Maia Gez, S. Burr Eckstut, Todd K. Wolynski, Rebecca Farrington, Farhad Jalinous, Richard Burke, Karalyn Mildorf, Scott Fryman, Daniel Levin, Seth Kerschner, Steven M. Lutt, Victoria Rosamond and Neeta Sahadev of White & Case LLP is serving as legal advisor to Flexjet, Myles Pollin, Bill Howell, Joshua G. DuClos, John H. Butler and Ryan Scofield of Sidley Austin LLP is serving as legal advisor to Horizon, Gregg A. Noel of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC and Sullivan & Cromwell LLP is serving as legal counsel to Houlihan Lokey Capital, Inc.

Flexjet, LLC cancelled the acquisition of Horizon Acquisition Corporation II (NYSE:HZON) from Horizon II Sponsor LLC and others in a reverse merger transaction on April 11, 2023. As a result of the termination, Flexjet will remain a private company, and Horizon will liquidate its trust account and redeem all of its outstanding Class A ordinary shares. As a condition to the effectiveness of the Termination, Epic is required to pay Horizon a termination payment of $30.059 million. Continental Stock Transfer & Trust Company acted as transfer agent to Horizon.