The Private Equity and Public M&A teams advised Arlington Capital and its portfolio company BlueHalo in a definitive agreement under which BlueHalo will be acquired by AeroVironment (NASDAQ: AVAV) (“AV”) in an all-stock transaction with an enterprise value of approximately $4.1 billion, creating a more diversified global leader in all-domain defense technologies.
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, as well as other customary closing conditions. Per the terms of the merger agreement, AV will issue approximately 18.5 million shares of AV common stock to BlueHalo.
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.
BlueHalo is purpose-built to provide industry-leading capabilities in the areas of Space, C-UAS and Autonomous Systems, Electronic Warfare & Cyber, and AI/ML. The company develops and brings to market next-generation capabilities to support customers’ critical missions and national security.
Arlington Capital Partners is a Washington, D.C.-area private investment firm specializing in government-regulated industries. The firm partners with founders and management teams to build strategically important businesses in the government services and technology, aerospace and defense, and healthcare sectors.
The Goodwin team was led by Joshua Klatzkin, Joshua Zachariah, Blake Liggio, Matthew Mauney, Caitlin Tompkins and Jean Lee and included Eryn Mathews, Stephanie Isaia, Alice Choi, Jess Gorski, Keelin Fitzsimons, Allison Swecker and Jackson Slaughter, Andrew Kimball, Christopher Edwab, Amina Mokel, Kirill Kovalenko, Katie Tarvardian and Aylar Banafshe, Andy Lacy, Eram Khan, Simone Waterbury, Elliot Silver, Michael Casaburi, Kevin Walsh and Sophie Entwisle, Sarah Bock, Andre Amorim and James Oh, Jim Matarese, Edwin O’Connor and Jonathan Burr, David Patton and Erika Pey, Jennifer Bralower, Reid Bagwell, Emily Josef, Ruby Wong and Ronnie Farr, Ai Tajima, Ed Holzwanger and Brendan Lally-McGurl, Steve Charkoudian, Achal Oza, Jason Yeoun, Jessica Barbaria and Jacob Margolis, Jacqueline Klosek and Jonathan Ng, Andy Sucoff, Aris Margosian and Michael Faikes, Andrew Harrow and Charles Elsom (UK), Caroline Bullerjahn and Christina Ademola, Cecelia Lockner, Richard Matheny, Justin Pierce, Carrie Miller and Justin Shields and Nathan Brodeur with invaluable assistance from Ana Carolina Gentil Zattar, Neil Doogan and Ben Colao.
For additional details on the agreement, please read the press release.