공시 • May 01
AeroVironment, Inc. (NasdaqGS:AVAV) executed a definitive agreement to acquire BlueHalo LLC from Arlington Capital Partners V, L.P., Arlington Capital Partners VI, L.P., funds managed by Arlington Management Employees, LLC and Others.
AeroVironment, Inc. (NasdaqGS:AVAV) executed a definitive agreement to acquire BlueHalo LLC from Arlington Capital Partners V, L.P., Arlington Capital Partners VI, L.P., funds managed by Arlington Management Employees, LLC and Others for an enterprise value of approximately $4.1 billion on November 18, 2024. The consideration consists of 18.5 million common equity of AeroVironment, Inc. to be issued for common equity of BlueHalo LLC. Following the close of the transaction and based on AV’s shares outstanding as of November 18, 2024, AV’s shareholders will own approximately 60.5% of the combined company and BlueHalo’s equity holders will own approximately 39.5%, subject to closing adjustments. Arlington Capital Partners, an investment firm that is the majority owner of BlueHalo, will retain a significant ownership stake in the combined company. The combined company will be at headquartered in Arlington, Virginia, at AV’s corporate headquarters. BlueHalo generated approximately $886 million of revenue in 2023. The Merger Agreement further provides that the Company may be required to pay a termination fee of $200,000,000 to Seller upon termination of the Merger Agreement under specified circumstances. Damien Specht of Morrison & Foerster LLP acted as legal advisor for BlueHalo.
Upon closing, the AV Board of Directors will be expanded to comprise 10 members. Arlington Capital Partners will have the right to appoint two directors to the Board, subject to minimum ownership thresholds. Following the completion of the transaction, AV Chairman, President and CEO Wahid Nawabi will be Chairman, President and CEO of the combined company. Jonathan Moneymaker, CEO of BlueHalo, will serve as a strategic advisor to Wahid Nawabi and the combined company Management Team. The transaction, which has been unanimously approved by both companies’ board of directors or managers, is expected to close in the first half of calendar 2025, subject to regulatory and AV shareholder approvals, expiration or termination of applicable waiting periods, including the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, the shares of Company Common Stock to be issued in the Merger being approved for listing (subject to official notice of issuance) on Nasdaq as of the Closing, the Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act of 1933, as amended, and not being subject to any stop order or proceeding (or threatened proceeding by the Securities and Exchange Commission, delivery of certain closing certificates and executed ancillary agreements, receipt by the Company of executed Joinder and Lock-Up Agreements from Seller Members entitled to receive at least 85% of the Transaction Consideration, as adjusted as well as other customary closing conditions. AV expects the transaction to be accretive to revenue, adjusted EBITDA and non-GAAP EPS in the first full fiscal year post-close. As of April 1, 2025, AeroVironment shareholders has approved the transaction and is expected to close in May 2025, subject to the satisfaction of customary closing conditions.
RBC Capital Markets is serving as financial advisor as well as fairness opinion provider and Charles Ruck, Leah Sauter, Tessa Bernhardt, Holly Bauer Laura Szarmach, Michelle Gross, Scott Westhoff, Drew Capurro, Mark Morris, Nathan Whitaker, Michael Egge, Jana Dammann de Chapto, Kyle Jefcoat, Andrea Ramezan-Jackson, Erin Brown Jones, Andrew Galdes and Harrison White of Latham & Watkins LLP is serving as legal advisors to AV. AV has agreed to pay RBC Capital Markets for its services as financial advisor to AV a fee of $15 million, of which a portion was payable upon delivery of RBC Capital Markets’ opinion and $12 million is contingent upon consummation of the merger. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to AV. J.P. Morgan Securities LLC is serving as financial advisor and Joshua Klatzkin, Joshua M. Zachariah, Blake Liggio, Matt M. Mauney, Caitlin Tompkins, Jean A. Lee, Eryn L. Mathews, Andrew D. Kimball, Christopher J. Edwab, Eram Khan, Simone Waterbury, Elliot Silver, Andrew Lacy, Michael Casaburi, Sarah M. Bock, James A. Matarese, Nathan J. Brodeur, Justin C. Pierce, Richard L. Matheny III, Cecelia Lockner, Caroline H. Bullerjahn, Andrew Harrow, Andrew C. Sucoff, Jacqueline Klosek, Achal Oza, Stephen G. Charkoudian, Edward Holzwanger, Ai Tajima, Reid Bagwell, Jennifer K. Bralower, David M. Patton, Jonathan Burr and Edwin M. O'Connor of Goodwin Procter LLP is serving as legal advisors to Arlington Capital Partners and BlueHalo. Damien Specht of Morrison & Foerster LLP acted as legal advisor to BlueHalo LLC. Equiniti Trust Company, LLC is the transfer agent of AeroVironment.
AeroVironment, Inc. (NasdaqGS:AVAV) executed a definitive agreement to acquire BlueHalo LLC from Arlington Capital Partners V, L.P., Arlington Capital Partners VI, L.P., funds managed by Arlington Management Employees, LLC and Others on May 1, 2025. In connection with the transaction, David Wodlinger and Henry Albers, both from Arlington Capital Partners, have joined the AV Board of Directors, expanding the Board to ten members