공시 • Dec 09
BigBear completed the acquisition of GigCapital4, Inc. (NasdaqCM:GIG) in a reverse merger transaction from GigAcquisitions4, LLC and others.
BigBear executed the letter of intent to acquire GigCapital4, Inc. (NasdaqCM:GIG) in a reverse merger transaction from GigAcquisitions4, LLC and others on February 20, 2021. BigBear.ai signed a definitive agreement to acquire GigCapital4, Inc. from GigAcquisitions4, LLC and others for $1.3 billion in a reverse merger transaction on June 4, 2021. As a result of the transaction, BigBear.ai will become a publicly traded company on Nasdaq and will operate as BigBear.ai, Inc. Merger consideration consists of 123,710,000 shares of GigCapital and $75,000,000 in cash in the aggregate. Upon closing of the transaction, the Company is expected to have approximately $330 million in cash, providing the capital flexibility needed to support organic and inorganic growth. Assuming no GigCapital4 public stockholders elect to redeem their shares, existing BigBear.ai stockholders, including AE Industrial Partners, an investment firm specializing in the aerospace, defense & government services, space, power generation, and specialty industrial markets, are expected to own approximately 73% of the combined company, with GigCapital4 sponsors expected to own 6% and public stockholders 21% of the combined company, respectively. AE Industrial Partners will remain a significant stockholder in BigBear.ai following the completion of the proposed merger. The name of the post-combination company after the transaction will be BigBear.ai Holdings, Inc. Upon closing, the combined company is expected to list its common stock and warrants on the NYSE under the symbols “BBAI” and “BBAIW,” respectively.
All of the executive officers of BigBear will remain with the post-combination company. The executive team will continue to be led by Reggie Brothers, Chief Executive Officer of BigBear. GigCapital4’s current directors will resign from our Board (other than Avi Katz, Raluca Dinu and Dorothy D. Hayes). The New BigBear Board to be comprised of Avi Katz, Raluca Dinu, Raanan I. Horowitz, Dorothy D. Hayes, Reginald Brothers and Sean Battle, Peter Cannito, Jeffrey Hart, Kirk Konert and Pamela Braden. The transaction is subject to approval of GigCapital4 stockholders, GigCapital4's listing application with Nasdaq in connection with the transactions contemplated by the Merger Agreement shall have been approved, applicable waiting period(s) under the HSR Act in respect of the transactions shall have expired or been terminated, regulatory approvals, and the satisfaction or waiver of other customary closing conditions, including a minimum cash condition of $300 million. The transaction has been unanimously approved by board of GigCapital4. GigCapital4 board recommends that stockholders vote “FOR” adoption of the transaction. The special meeting of the stockholders of GigCapital4 will be held on December 3, 2021. GigCapital4 shareholders approved the transaction. The transaction is expected to be completed in the third quarter of 2021. The transaction is expected to close in fourth quarter of 2021. As per the article of November 10, 2021, the transaction is to close in early December 2021. As of November 26, 2021, the transaction is expected to close on December 7,2021.
William Blair acted as financial advisor for a fee of $7,825,000 to BigBear. Matthew Arenson, Jeffrey Swatzell, Jeremy S. Liss, Douglas C. Gessner and Tim Cruickshank of Kirkland and Ellis LLP acted as legal advisors to BigBear and AE Industrial Partners, LP. Grant Thornton acted as an accountant to BigBear.ai. and BMO Capital Markets acted as financial advisor for a fee of $5 million , Jeffrey C. Selman and John F. Maselli of DLA Piper LLP (US) acted as legal advisors, and BPM LLP acted as an accountant to GigCapital4. Anna Pinedo and Brian Hirshberg of Mayer Brown LLP acted as legal advisors for BMO Capital Markets and William Blair. Morrow & Co., LLC acted as information agent and Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to GigCapital4. Morrow Sodali will be paid fee of $37,500.
BigBear completed the acquisition of GigCapital4, Inc. (NasdaqCM:GIG) in a reverse merger transaction from GigAcquisitions4, LLC and others on December 7, 2021. BigBear.ai Expected to Begin Trading on NYSE Under Ticker Symbols “BBAI” and “BBAI.WS,” Respectively, on December 8, 2021.