Filed by Starry Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: FirstMark Horizon Acquisition Corp.
Commission File No.: 001-39585
Date: January 18, 2022
Analyst Day
Presentation
January 18, 2022
CONFIDENTIA L
At Starry, Inc. (“Starry”), we believe the future is built on
connectivity and that connecting people and communities to high-speed, broadband internet should be simple and affordable. Using our innovative, wideband hybrid-fiber fixed wireless technology, Starry is deploying gigabit capable broadband to the
home without bundles, data caps, or long-term contracts. Starry is a different kind of internet service provider. We’re building a platform for the future by putting our customers first, protecting their privacy, ensuring access to an open and
neutral net, and making affordable connectivity and digital equity a priority. Headquartered in Boston and backed by world-class investors, Starry is currently available in Boston, New York City, Los Angeles, Washington, DC, Denver and Columbus and
is expanding nationwide. To learn more about Starry or to join our team and help us build a better internet, visit: https://starry.com. FirstMark Horizon Acquisition Corp. (“FirstMark”) is a special purpose acquisition company whose
mission is to drive long-term value creation by actively supporting the next generation of iconic public companies. FirstMark is comprised of a team of seasoned investors and industry executives with an extensive track record of identifying
transformative trends across innovative subsectors of technology. Notably, FirstMark's management team is composed of the founders and executives of FirstMark Capital, a prominent technology venture capital firm founded in 2008 with $2.3 billion in
total capital commitments, which has backed entrepreneurs that have created leading companies, many valued at over a billion dollars. For more information, please visit http://firstmarkhorizon.com. In connection with the proposed business
combination, Starry Holdings, Inc. (“Starry Holdings”), a newly formed subsidiary of Starry, has filed a registration statement on Form S-4 (the “Form S-4”) with the Securities and Exchange Commission (the “SEC”)
on November 5, 2021 (as amended on December 20, 2021 and January 14, 2022). The Form S-4 includes a proxy statement of FirstMark and a prospectus of Starry Holdings, referred to as a proxy statement/prospectus. The proxy statement/prospectus will be
sent to all FirstMark stockholders. Additionally, Starry Holdings and FirstMark have also filed and may continue to file other relevant materials with the SEC in connection with the proposed business combination. Copies of the Form S-4, the proxy
statement/prospectus and all other relevant materials filed or that will be filed with the SEC by FirstMark or Starry Holdings may be obtained free of charge at the SEC’s website at www.sec.gov. Before making any voting or investment decision,
investors and security holders of FirstMark are urged to read the Form S-4, the proxy statement/prospectus and all other relevant materials filed or that will be filed with the SEC in connection with the proposed business combination because they
will contain important information about the proposed business combination and the parties to the proposed business combination. FirstMark, Starry Holdings and Starry and their respective directors and executive officers, under SEC rules, may be
deemed to be participants in the solicitation of proxies of FirstMark’s stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in
the proposed business combination of FirstMark’s directors and officers in FirstMark’s filings with the SEC, including FirstMark’s registration statement on Form S-1, which was originally filed with the SEC on September 18, 2020.
To the extent that holdings of FirstMark’s securities have changed from the amounts reported in FirstMark’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to FirstMark’s stockholders in connection with the business combination is included in the Form S-4 relating
to the proposed business combination filed with the SEC on November 5, 2021 (as amended on December 20, 2021 and January 14, 2022). You may obtain free copies of these documents as described in the preceding paragraph. This press release shall not
constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or a solicitation of
an offer to buy any securities of FirstMark, Starry Holdings or Starry, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Certain statements made in this press release are “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination between FirstMark and Starry. Words such as
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believe,” “predict,” “potential,” “continue,” “strategy,” “future,” “opportunity,” “would,” “seem,”
“seek,” “outlook” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in
this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact
or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements include, without limitation, Starry’s and FirstMark’s expectations with respect to
the anticipated financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination, and the timing of the completion of the proposed business combination. You should carefully consider
the risks and uncertainties described in the “Risk Factors” section of FirstMark’s registration statement on Form S-1 (File No. 333-248916), its Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended
December 31, 2020, and its subsequent Quarterly Reports on Form 10-Q. In addition, there are risks and uncertainties described in the Form S- 4 (File No. 333-260847) filed by Starry Holdings and other documents filed by FirstMark or Starry Holdings
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors
are outside Starry’s, Starry Holdings’ and FirstMark’s control and are difficult to predict. Many factors could cause actual future events to differ from the forward-looking statements in this press release, including but not
limited to: (1) the outcome of any legal proceedings that may be instituted against FirstMark, Starry or Starry Holdings following the announcement of the proposed business combination; (2) the inability to complete the proposed business
combination, including due to the inability to concurrently close the business combination and related transactions, including the private placements of common stock and convertible notes or due to failure to obtain approval of the stockholders of
FirstMark; (3) the risk that the proposed business combination may not be completed by FirstMark’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by FirstMark; (4)
the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval by the stockholders of FirstMark, the satisfaction of the minimum trust account amount following any redemptions by
FirstMark’s public stockholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory
reviews required to complete the proposed business combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (7) volatility in the price of FirstMark’s,
Starry’s or Starry Holdings’ securities; (8) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (9) the inability to
recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and
suppliers and retain key employees; (10) costs related to the proposed business combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business,
and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Starry operates; (14) the impact of the global COVID-19 pandemic; (15) Starry’s ability to obtain or
maintain rights to use licensed spectrum in any market in which Starry operates and potential declines in the value of Starry’s FCC licenses; (16) the potential inability of Starry to raise additional capital needed to pursue its business
objectives or to achieve efficiencies regarding other costs; (17) the enforceability of Starry’s intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks
or potential breaches of data security; and (18) other risks and uncertainties described in FirstMark’s registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31,
2020 and its subsequent Quarterly Reports on Form 10-Q, and in the Form S-4 filed by Starry Holdings. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. Starry, Starry Holdings
and FirstMark caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. None of Starry, Starry Holdings
or FirstMark gives any assurance that Starry, Starry Holdings or FirstMark will achieve its expectations. None of Starry, Starry Holdings or FirstMark undertakes or accepts any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.
CONFIDENTIA L
• Founder and former CEO of Aereo, • Former Global Head of
Corp. • Former CCO of Aereo, Inc. • Former CTO of Aereo, Inc Inc., the groundbreaking online TV Finance at Amelia (formerly • Former Global Head of • Former SVP of Engineering at platform that kicked off the OTT IPsoft), an
AI company Marketing and Public Relations LoJack Corp., acquired by CalAmp revolution • Former VP of Corporate at Rockstar (Nasdaq: TTWO) (Nasdaq: CAMP) • Founder and former CEO of Navic Development and VP of Finance • Former
member of the • Former VP of Research, Base Networks, early leader in at Cognizant (Nasdaq: CTSH) management team at Media Station Subsystems at Andrew advanced cable television • Former tech investor & US Tech Arts Lab/Chiat Day
(Omnicom, Corp., acquired by CommScope advertising acquired by Microsoft Sector Head, Alliance Bernstein NYSE: OMC), Apple’s marketing (Nasdaq: COMM) (Nasdaq: MSFT) in 2008 agency • Former Systems Engineer, AT&T • Founder and
CTO of Celiant Corp., • Holds 31+ patents in fields from Bell Labs acquired by Andrew Corp. robotics to data communications • Former SVP, General Counsel • Former head of Customer Care & Secretary of Esselte Group at
DramaFever, acquired by • Former Associate Bureau Chief Holdings SoftBank and former Chief of Staff, • Former SVP Government Affairs at Wireless Telecommunications Aereo • Former corporate practice at • Former Customer
Support Lead Bureau, FCC Skadden Arps at Aereo • Former spokesperson for NYC Mayor • Former Director of Government Michael R. Bloomberg Affairs, Wireless Infrastructure • Former SVP, Public Affairs at Association
Rubenstein
+
CONFIDENTIAL
Applying Moore’s Law to Any Product On Demand Live at Home
Independence Broadband, with Transportation Next Day Delivery Anywhere from Fossil Fuel Exceptional Customer Experience
1. We are a vertically-integrated tech developer, network operator, and
service provider 2. We leverage deep engineering expertise to create and manufacture new innovative tech that drives disruptive economics 3. We use licensed millimeter wave wireless spectrum for robust subscriber connections 4. Our capex is
primarily variable and success-based Source: Company Analysis based on Starry average passing costs and assuming fiber passing costs of up to $1,250 in urban areas
600k HH Serviceable 2.6m HH Serviceable 5.3m HH Serviceable • Rolled
out Gen 2 tech-based • Gen 2 technology fully deployed and • Gen 3 technology rollout with Comet • Proof of concept developed network in Boston, LA, Denver, scaled and Gen 3 in development low-cost customer terminal launched
• Prototype radio access D.C. and NYC in all markets network tech developed • Utility partnership strategy developed; • Won spectrum licenses in FCC • Began assembling all equipment and deployed in Boston struck deal with AEP
Ventures to help Auction 102 domestically finance build • Launched Starry Connect for • Strategic relationship with Quanta • Participated in FCC subsidy auction and affordable housing Services developed to scale 1 won $268m to
deploy in nine states deployment Sources: Company Figures, circles not to scale; 1. final award subject to final FCC approval of Starry’s pending Auction 904 long-form application
Average Penetration in Deployed Buildings One Year or Greater Households
Serviceable with Existing Network 2 YoY Revenue Growth (2019-2020) in Six Markets Average Cost of Passing Home with Gigabit Signal (2019-2021) Customer relationships in 36 Months of Operation and 3 Targeting Only a Subset of Coverage Federal Subsidy
Won to Deploy Starry’s 4 Network Sources: Company Analysis; 1. Starry holds Upper Microwave Flexible Use licenses in the 24 GHz band and a market test authority for the 37- 37.6 GHz band; 2. data as of Q4 2021; 3. data as of Q4 2021, while
customer acquisition focused on large apartments through the period—we now target every building under coverage; 4. final award subject to final FCC approval of Starry’s pending Auction 904 long-form application
Current millimeter wave licensed footprint is the basis for our planned
growth 60 Million 53 Million Spokane 2026E 25M Seattle Buffalo Syracuse Portland Minneapolis Albany 16 Million Rochester Cleveland Madison Cincinnati Milwaukee Sioux Falls Columbus Boise City Toledo Springfield Detroit Dayton Fort Wayne Boston
Bloomington Chicago Indianapolis 16 Million Fort Collins New York City Decatur Reno Denver Philadelphia Colorado Springs Wichita Harrisburg Lexington Las Vegas Washington, DC San Francisco Little Rock Nashville Richmond Today 5.3M Memphis Virginia
Beach Albuquerque 5 Million Raleigh Charlotte Jackson Phoenix Los Angeles Greensboro Tucson Lubbock Atlanta Fayetteville Charleston Dallas Houston San Antonio Jacksonville 2 Million Tallahassee Huntsville New Orleans Mobile Baton Rouge Birmingham
Miami Brownsville Sources: Company Data, NextTV, Telecompetitor, Company Filings; Starry holds Upper Microwave Flexible Use licenses in the 24 GHz band and a market test authority for the 37-37.6 GHz band
$37B Annual Total $3B Annual Revenue Opportunity Revenue Opportunity $34B
Annual +755 Million Revenue Opportunity International TAM 40 Million Households $13B Annual Revenue Opportunity 2 Million Small/Medium Businesses $37B $3B Annual Annual Total Revenue Revenue Opportunity Opportunity Serviceable Households in 2025E
Serviceable Serviceable TAM in Small and Medium Size Total Domestic TAM Existing 6 Markets Households in 20+ Markets Markets with Existing Businesses within as of Q4 2021 Spectrum Licenses Existing Spectrum 1 License Footprint Sources: Company Data;
not to scale; 1. Starry holds Upper Microwave Flexible Use licenses in the 24 GHz band and a market test authority for the 37-37.6 GHz band
Fiber economics work in smaller • Rapid deployment in under a year
discrete geographies, with long • Requires less capex, and therefore deployment timelines and high target lower penetration to break even penetration rates for payback • Millimeter wave is high capacity and necessary for gigabit fixed
Low band spectrum lacks capacity; wireless speeds unlicensed spectrum is unprotected • Licensed spectrum provides large and low power TAM with protected access rights, and high power for range • We have one of the only tech No
commercialized fixed wireless tech stacks for fixed wireless in licensed existed exclusively for licensed millimeter wave spectrum millimeter wave spectrum • We control our own cost structure Source: Company Data
Point-to-point wireless networks have expensive unit economics and We
build our network assets on existing mobile towers and rooftops, capacity constraints, and new fiber networks take years to deploy which allows rapid expansion with ready backhaul access The wireless vendor ecosystem has slow upgrade cycles for
Unique end-to-end tech stack without vendor margins performance and cost improvements Operate in licensed millimeter wave spectrum, which enables higher Low band spectrum does not have the capacity to compete with power and protected rights of use
across a wide area of operation, plus fiber; unlicensed spectrum is unprotected and low power deployments across a city in under 12 months We built our technology on top of the Wi-Fi standard (802.11), an Equipment scale requires a global market;
without it price points ecosystem with billions in investment from major vendors and a huge are uneconomical, and the technology will not be upgradeable enterprise user base, short technology upgrade cycles, and global scale (e.g., WiMAX) Source:
Company Data
Phased Array Beamforming and Steering Antennas Leveraging Robust Global
802.11 Ecosystem Custom Gateway/Router with Starry's Network Management System MAC Layer Protocol Optimizations In-house Final Product Assembly for Higher Yield and Control There is no commercialized We’ve invested nearly technology for
gigabit $200 million to create Hold Licenses for Millimeter Wave Spectrum Covering 40M Homes symmetrical fixed a highly-differentiated broadband in and unique solution to Virtualized and Natively-Cloud Based Network Management System licensed
millimeter deliver last-mile wave spectrum broadband to millions Custom Built Operational Support and Billing Support Systems Fully Integrated and Best-in-Class Customer Visibility and Care Interdisciplinary Engineering Workforce in Hardware,
Software, Cloud Highly-Skilled Field Tech and Installer Workforce with 4.9 Star Rating Sources: Company Data
Large channel sizes High transmit power 1 High return path power
Interference free environment Protected rights Economical for right bandwidth at auction Source: Company Analysis; 1. assumes return path is from a mobile handset or unlicensed access point
• Spectrum strategy focused on licensed millimeter wave spectrum,
with unlicensed layer for additional out-of-band network control and redundancy 1 • Projections through 2026 based on existing spectrum rights , but additional spectrum could extend TAM in the future beyond the projection period • FCC
has auctioned off all the licensed millimeter wave spectrum for which it has created service rules, creating a barrier to new entrants Sources: Company Data; 1. Starry holds Upper Microwave Flexible Use licenses in the 24 GHz band and a market test
authority for the 37-37.6 GHz band
We continue to invest in R&D to yield significant efficiencies in unit
econ and capacity improvements Source: Company Data; projections beyond 2021 are estimates; y axis is logarithmic; dark circles are actuals, light circles are projections
Starry Gen2 160 MHz TDD 4x 640 MHz 3.5 Gbps 26 AC PHY, all digital
beamforming DOCSIS 3.0 192/48 MHz 1x 192 MHz 1.4/0.25 Gbps 45.7 Starry Gen3 160 MHz TDD 6x 640 MHz 7.2 Gbps 12.7 AX PHY DOCSIS 3.1 192/48 MHz 1x 192 MHz 2.1/0.5 Gbps 30.5 Starry Gen4 200 MHz TDD 12x 2,400 MHz 19.2 Gbps 4.8 Software Defined Radio
DOCSIS 4.0 partial 400 MHz TDD 1x 400 MHz 4.1 Gbps 15.6 recovery Source: Company Analysis; 1. oversubscription calculation assumes 64 customers per sector Gen 4 Gen 3 Gen 2
High-capacity technology with disruptive cost structure that is quick and
easy to deploy with end-to-end visibility Base stations that transmit Starry’s last- mile licensed fixed wireless signal to customer locations, with up to 14-86 Gbps per site Customer terminals for all building types, from large apartments to
single family homes – we install one per building and use the existing wiring inside the building Every customer receives a Wi-Fi router with our management software, giving us full visibility into the network End-to-end cloud-based network
core that runs the entire network
per site (PHY) per sector (PHY) • High order modulation up to 1024
QAM • State of the art GaN power amplifiers for efficiency • Sub 18-inch package for easy zoning • Fanless cooling design, effective in all climates • Long service life with upgradeable software and refittable hardware
Source: Company Data
1 Gigabit signal is transmitted from Starry Titan base station to customer
premises 2 Signal is received by one Starry Trident on large MDUs and Starry Comet on medium/small 3 MDUs and SFUs We bring the service into the building or home 4 using existing wiring—we can use any existing 2 wiring that is in place. In
large MDUs we plug into the in-building distribution frame (shown in the basement) 4 3 We install a combined modem and Wi-Fi router in each unit or home and activate the service Source: Company Data
Source: Company Data
All serviceable households targeted; Prior to the launch of Comet, we
limited customer Only large apartment buildings targeted; 17,547 units with effective serviceability of 79% acquisition to large apartment buildings 3,989 units with effective serviceability of 18% (generally 60+ units) With Comet, shown below,
every building of any size that can receive a signal from a base station can be targeted direct to consumer Source: Company Data
In 2021, we shifted all final assembly of our Starry Titans, Tridents, and
Comets to Massachusetts. We believe full integration is necessary to continue to drive cost and capacity improvements over time • Through COVID-19 we began shipping components directly to Boston and tested assembling the products ourselves
• In 2022 we plan to assemble tens of thousands Starry Titans, Tridents, and Comets • In addition to improving yield, this also allows us to create a rapid feedback cycle between engineering teams, network teams, and manufacturing teams
• Planning ahead, we are executing a component supply chain strategy to meet our internal demand Source: Company Data
• We built an entire suite of custom tools to maximize scalability,
minimize vendor margin stack ups, and provide exceptional customer care • Custom tools include billing and customer management portal; TR-069 ACS; BNG RADIUS server; network asset management and monitoring; and enterprise tablet applications
for installation, activation, customer and MDU sales Source: Company Data
Slow Fast High Fiber Coax Mobile 5G WISPs LEOs Low High Low Source:
Company Data; illustrative
Proprietary tech stack High Speed + Low Latency Vertical integration +
Symmetrical Licensed millimeter wave spectrum + Rapid Deployment Industry-leading customer experience Not Incumbent Source: Company Analysis
• Even in large markets that are dominated by • Tier 2/3
markets are characterized by an incumbent multi-tenant buildings, most people may only Cable provider and a DSL provider with low NPS that 1 Cable 53% have 1 or 2 options only upgrade when there is a competitive threat • And the traditional
wireline economics make • In these cases, we are competing head-to-head with it irrational to deploy competitive fiber only one incumbent gigabit provider Cable, DSL 29% • Starry is a unique new entrant, and our fair share is above our
break even 2 Cable 8% • Our TAM includes 15 million units in MDUs across all markets Cable, Fiber 7% Cable, FWA 4% 2 Example: Las Vegas, NV Yellow = 1 providers offering gig Green = 2 providers offering gig Source: Company Data; 1. analysis of
FCC Form 477 data at a census block group level relative to Starry’s Serviceable Household footprint in Boston; 2. FCC Form 477
Switched from Chose Starry as a new another provider provider when moving
Already cut Never had linear video or the cord have not had it for 5+ years Source: Company Data; survey of existing Starry customers from January 2022
• Focus on low priority DSL markets• Focus on markets with the
largest sub losses• Slower fiber expansions largely contained within existing footprint • Bleed the DSL incumbent and steal some • Extend into new neighborhoods with share from cable greenfield builds• Larger buildouts
typically limited to greenfield and subsidized territory that • Need to leverage first mover advantage to • Play defense – limit geographic scope and edgeout existing service territory get 40% share for economic model overbuilder
share shift • Focused on density with one or two incumbents, and going market wide to compete at scale from the start • Significantly faster deployment with first mover advantage against new fiber • Much lower penetration targets
for successful business case with achievable payback and much larger TAM Source: Company Data and analysis
• Mobile providers deploy mobile networks to serve mobile
subscribers • The darkest red shows millimeter wave coverage; the network More fixed network Less revenue per is built in the clutter to serve handsets on the street consumption v. mobile gig on fixed v. mobile “Our big growth area [in
fixed wireless] is our rural America footprint” Sources: Company Analysis, NewStreet, Ericsson, MoffettNathanson, Telecompetitor, Verizon
Source: Company Data
Estimated number of households within our service territory that we could
serve in the markets where we intend to deploy or have deployed a network, assuming the network was fully built, and we could serve every household Estimated households that we could technically and commercially serve using the network that we have
deployed in our markets Units that are serviceable and in 30+ unit Addressable 10 M buildings, focus driven by unit economics and large opportunity in existing markets Serviceable 5.3 M Large MDU Units 2.4 M Activated MDU Units 345 k Apartments for
which we have an access agreement and on which a Starry Direct to Customer (new in ‘21) 2.9 M transceiver is already installed Customer Relationships 63 k The households that sign up for Starry service, plus bulk units Source: Company Data as
of Q4 2021
Coverage built incrementally as we tested tech and managed capex 6,000,000
5,000,000 Our TAM is grounded in the markets in which we hold spectrum licenses – within those markets, these are the considerations for prioritization: 4,000,000 Already considered in the licenses we won, but also consider for new entry
3,000,000 Weather, foliage, vertical assets, and fiber availability Markets in which we have or can create a 2,000,000 locus of operation If we have an accretive utility relationship or other partnership 1,000,000 If we have an RDOF obligation that
would Market Beta accelerate the build beyond plan 0 Source: Company Data as of Q4 2021 Homes Serviceable
Customer Relationships 400,000 70,000 350,000 60,000 300,000 50,000
250,000 40,000 200,000 30,000 150,000 30 days 12% 20,000 100,000 180 days 17% 1+ Years 25% 10,000 Market Beta 50,000 2+ Years 28% 3+ Years 32% 0 0 Activated Units Customer Relationships Source: Company Data as of Q4 2021 Activated Units
Penetration rate in deployed 30+ unit MDUs in a single market 9% 8% 7% 6%
5% • As we optimized our unit economics through our customer terminal for smaller buildings, we focused our 4% sales and deployment efforts on maximizing the number of buildings that were 30 units or greater under coverage 3% and sold 2%
• This is an example of one of our markets, with the penetration rate growing in the cohort of 30 unit and larger buildings even as the network expands 1% 0% Dec-17 Jun-18 Dec-18 Jun-19 Dec-19 Jun-20 Dec-20 Jun-21 Dec-21 Source: Company Data
as of Q4 2021 for one market
Illustrative mix of a sales channel allocation for a new market •
Our sales process focuses in two overlapping tracks, one on MDUs and one on direct to customer • As the network is built, we generate sales opportunities in MDUs, close the opportunities by executing access agreements, and then sell direct to
the customer TV, OTT, CTV 21% Paid Social 15% Reach Radio/Podcasts/Streaming 12% OOH 7% Direct Mail & Print 22% Nurture Field Sales & Marketing 19% Conversion SEM 4% Source: Company Data
Initial Network Full Network Cost per Click $2.05 $2.00 Monthly Sessions
$7,500 $7,500 Check Service % 50% 60% Serviceable as % of Addressable 10% 80% Serviceable Conversion 15% 15% Yield/Click 0.75% 7.20% As networks expand across a full city, acquisition costs can reduce across all marketing investments CPA $273 $28
beyond field sales • Using mid-size market as an example Initial Network Full Network • Cumulative households under coverage at Cost per Click $2.50 $2.50 full build of approximately 540,000 Monthly Sessions $6,000 $6,000 Check Service %
70% 70% • Using paid social and paid search as two channels Serviceable as % of Addressable 10% 80% to demonstrate possible DTC performance Serviceable Conversion 18% 18% Yield/Click 1.26% 10.08% CPA $198 $25 Source: Company Data; 1.
illustrative – not a projection of future performance
Gigabit Network No Hidden Fees Fast downloads and symmetrical upload The
price we say is what you pay capability for buffer-free streaming, lag- free gaming and uninterrupted video calls Ridiculously Reliable Get Starry, Give Starry Get the speeds you pay for, no matter how Every signup helps fund broadband many devices
are connected access for those in need Tech Support You’ll Love No Commitments Have questions? Get answers immediately You will stay a customer because we at any time from nice humans, and smart will deliver robots Source: Company Data PG
44.
Unlimited Data Free Wi-Fi Router Free Installation No Hidden Fees Source:
Company Data
30 Mbps $15 Starry Connect 30/30 200 Mbps $50 Starry Plan 200/100 500 Mbps
$65 Starry Pro 500/250 1 Gig $80 Starry Gig 1000/500 + Add-ons: Upload Boost + Premium WiFi 6 Router + WiFi Mesh + Voice Future customizable services to drive customer appeal: toggleable upload, latency and speed network profiles Application-centric
plans to address customer demand: Work From Home Plan, Gaming Plan, Video Streaming Plan Source: Company Data; mockup of possible future service offerings
Our service is engineered to delight customers and it shows. We achieve
industry leading NPS with a product that is used all day, every day. 69 NPS in 2021 74 61 Our NPS ranks far above other traditional connectivity companies 37 37 25 9 5 1 -8 -10 -3 Source: Company Data, CustomerGuru
• Digital redlining creates an unequal system of broadband haves and
have-nots, deeply affecting public and affordable housing communities • We developed Starry Connect in response to offer a low-barrier, high-value alternative for families who need it most • Our unique approach ties eligibility to the
premise, not the individual, eliminating the need for credit checks or ”proving” poverty in order to qualify 30 Mbps Down 30 Mbps Up
No credit checks, ever No need to individually qualify for, or participate
in, other federal welfare or assistance programs No extra equipment or installation fees No data caps No long-term contracts No long application process or long wait time FCC Qualified Provider for the EBB / Affordable Connectivity
Program
• We build partnerships with affordable housing owners, state and
local governments, nonprofits, and other organizations focused on improving digital equity, access, and inclusion • We have partnerships with 45+ different affordable housing owners, including nonprofits and public entities, to bridge the
digital gap for low-income families in more than 55,000 apartment units • We have a partnership with Microsoft to accelerate deployment of Starry Connect service in public housing • And we are working with Microsoft, PCs for People and
Human I-T to provide low-cost access to devices Source: Company Data
Federal Subsidy Won to Deploy 1 • Rural Digital Opportunity Fund
support will extend our Starry’s Network deployment in less dense areas and help support fixed wireless deployments • An additional $42.5 billion in subsidies will flow from the 2021 Dollars saved for our Infrastructure Investment and
Jobs Act, creating new customers who receive free opportunities internet through the EBB • The Emergency Broadband Benefit and Affordable Connectivity Program provide consumers free access in Starry Connect buildings Customers who participate
in the EBB / ACP • An additional $2.75 billion from Infrastructure Investment and Jobs Act will go to digital equity programs Source: Company Data as of Q4 2021; FCC; 1. final award subject to final FCC approval of Starry’s pending
Auction 904 long form-application
• Attractive cost structure relative to incumbents • Favorable
competitive dynamics • Favorable home density to drive high teens penetration rates over time • Actively enter markets with goal of achieving Adj. EBITDA breakeven at low penetration rates (4%-6%) • Seek to drive positive FCF 12-24
months after Adj. EBITDA breakeven • Manage capital allocation to deliver above targets • Detailed financial model allocates capex, sales & marketing, and support resources • Sophisticated operations and customer service
strategy to reduce headcount resources • $268 million in government subsidies to deploy to serve underserved 1 homes and businesses • FCC qualified provider for the EBB / Affordable Connectivity Program • Partnerships, such as our
strategic alliances with AEP and Quanta, enable us to speed up deployment and reduce capex intensity Source: Company Data; 1 Final award subject to final FCC approval of Starry’s pending Auction 904 long form application
Variable Costs − = Fixed Costs Variable Costs = − Fixed Costs
= + = = Source: Company Data; 1. we consider portion of our marketing spend related to SAC variable with new customer relationships
Nine months ended Sept. 30, 2021 vs Nine months ended Sept. 30, 2021 vs
Nine months ended Sept. 30, 2020 Nine months ended Sept. 30, 2020 Customer Relationships YoY Revenue YoY Improvement in Improvement in Gross Margin Adjusted EBITDA Margin • This represents actuals in a single market where penetration of homes
serviceable is approximately 1.1% as of 3Q 2021 • Our operating leverage enables us to drive meaningful margin growth given our top-line increasing much faster than operating costs, while capex has been largely flat Source: Company Analysis of
a single market
• Strategic investment from one of the largest residential real
estate portfolio owners in the U.S., plus access agreements with 27 portfolio Unlock customer relationships in large companies whose portfolios represent 278k apartment units portfolios, plus help speed deployment • Strategic alliance
agreement with $45B market cap investor-owned utility to jointly deploy our network in certain markets Help deploy the network • Pipeline of additional potential utility partners with similar structure, and ability to leverage customer
relationships • Strategic alliance agreement with $16B market cap infrastructure construction company with a large skilled workforce to help build our Scaling construction partner to build network the network nationwide Source: Company
Data
Source: Company Projections
Licensed spectrum rights Our full technology stack $268M subsidy won to
deploy 63k customer relationships with significant is the product of significant network and RDOF customer in 2021 with 115k underlying value R&D investment relationships will add projected for 2022 1 incremental value Sources: Company Analysis
1. final award subject to final FCC approval of Starry’s pending Auction 904 long-form application
• Fully diluted pro forma enterprise value of $1.66B, representing
6.9x based on 2025E Adj. EBITDA of $241M (1)(6) • Existing Starry shareholders rolling 100% of their equity and will receive 71% of the pro forma equity • FirstMark Capital is a long-term • Transaction will result in $452M of new
cash to the balance sheet to fund growth by a combination of cash in trust, investor in Starry, participating in proceeds from the PIPE and convertible debt proceeds every financing round from seed through series E (1) • 25% of Sponsor shares
retained on (1) $ 1,400 Existing Starry Shareholders Existing Starry Shareholders $ 1,400 transaction close, 75% subject to an (2) Cash To Balance Sheet 452 FMAC Cash In Trust 414 (4) (3) earn-out structure with release Pay Down Existing Debt 207
PIPE Equity 130 triggers based on post-closing share Estimated Transaction Fees & Expenses 35 Convertible Debt 150 price reaching $12.50, $15.00, and Total Uses $ 2,094 Total Sources $ 2,094 $17.50 Share Price $ 10.00 • Sponsor committing
to forfeit 1M (1) 7% Pro Forma Shares Outstanding (M) 199 founder shares in support of the • Existing Starry Shareholders Pro Forma Equity Value ($M) $ 1,988 transaction (7) (5) 23% • FMAC Public Shareholders Less: Net Cash ($M) (332)
Pro Forma Enterprise Value ($M) $ 1,656 • PIPE Investors 71% (1) 198.79M diluted shares outstanding (excluding any potential dilution from assumed unvested Starry equity securities, new convertible debt and out-of-the-money warrants, shares
issuable upon conversion of convertible debt, and Sponsor earn- out)assumes 42.40M FMAC public common shares held by FMAC investors, 13.0M shares held by Series Z preferred PIPE and PIPE investors, 2.68M shares held by Sponsor (FMAC Investors and
Sponsor, collectively “FMAC Public Shareholders”, hold 45.08M shares) and 144.80M shares (or options/RSUs) issued to existing Starry shareholders and holders of vested Starry equity securities (144.80M shares includes 135.65M shares,
5.07M vested options/RSUs and 4.09M unvested options/RSUs) (2) Assumes no redemptions by FMAC’s existing public shareholders (3) Assumes 13.0M shares at $10.00 per share, including $21M of Series Z funding of preferred PIPE (4) Reflects $152M
principal plus accrued interest plus 10% redemption and assumes $40M of new bridge financing to be completed in October 2021 and repaid on transaction close – none of which convert to equity (5) Reflects estimated $30M cash on balance sheet as
of Q4 2021 plus $694M net new cash to balance sheet raised in transaction less $207M existing debt repayment (includes $40M new bridge financing to be completed in October 2021) less $150M new convertible debt less estimated $35M transaction fees
and expenses (6) Chet Kanojia, co-founder and CEO of Starry, will receive a separate class of common stock entitling him to 20 votes per share (as compared to 1 vote per share for the class of common stock held by all other stockholders, including
the sponsor, public stockholders and PIPE investors) until he is no longer employed by the Company or a member of its board or he ceases to beneficially own at least 25% of the number of shares he holds immediately following the closing. The high
vote shares are expected to represent 68% of the pro forma voting power of the Company but only 9% of the outstanding shares of common stock of the Company. Both classes of common stock will vote together on an aggregate basis for all matters
submitted to a vote of stockholders (7) Includes FMAC Investors and Sponsor, where FMAC Investors reflects shares based on Cash In Trust contribution equal to 20% of total equity value, and Sponsor reflects shares based on Sponsor Promote assuming
25% earn out achieved equal to 1% of total equity value (8) Pro forma ownership based on total share count excluding 21.15M FMAC Private and Public Warrants and 4.09M unvested Starry Shareholders options/RSUs
CONFIDENTIA L
FirstMark Horizon Acquis... (NYSE:FMAC)
過去 株価チャート
から 6 2024 まで 7 2024
FirstMark Horizon Acquis... (NYSE:FMAC)
過去 株価チャート
から 7 2023 まで 7 2024
