AeroVironment agrees to acquire BlueHalo in all-stock merger; BlueHalo holders to receive 18.5M shares

AeroVironment Inc

Transaction consideration of 18,548,698 AVAV shares, representing about 39.5% of pro forma fully diluted shares outstanding.
Debt commitment letter for $700M Term Loan A to refinance BlueHalo’s debt; maturity 2 years from closing.
Deal subject to AVAV stockholder approval, regulatory approvals (HSR, SEC effectiveness), and other customary conditions.
Termination fee of $200M payable by AVAV under specified circumstances, including accepting a superior proposal.
Sponsor Members (Arlington Capital) expected to own ~26.2% of AVAV post-close; will designate two directors.

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