Coherent announces agreement to sell aerospace and defense business to Advent for $400 million

Advent

Saxonburg, Pa., August 13, 2025 (GLOBE NEWSWIRE) – Coherent Corp. (NYSE: COHR) (“Coherent,” “We,” or the “Company”), a global leader in photonics, today announced that it has entered into a definitive agreement to sell its Aerospace and Defense business to Advent, a leading global private equity investor, for $400 million. Proceeds will be used to reduce debt, which will be immediately accretive to Coherent’s EPS.

Coherent’s Aerospace and Defense designs and manufactures optical and laser systems for defense applications. The business includes approximately 550 employees and 10 geographic sites.

“We are pleased to have reached this agreement with Advent. As part of our strategic portfolio optimization process, this transaction furthers our strategy to concentrate efforts on core growth markets and products,” said Jim Anderson, CEO of Coherent.

“Coherent’s Aerospace and Defense business is an exceptional business with a distinguished heritage in pioneering optical and laser technology for the world’s most demanding applications,” said Shonnel Malani, Managing Partner at Advent. “This acquisition is complementary to our existing investments in the sector and underscores our commitment to investing in mission-critical national security technologies. We are excited to partner with the talented management team, and we plan to invest significantly in R&D to further solidify the business’s leadership in advanced laser and optical solutions.”

We see tremendous potential in this business as a standalone entity,” added Rory McMahon, Vice President at Advent. “Our goal is to build upon its impressive legacy and culture of innovation by providing the resources needed to accelerate production capacity, pursue next-generation opportunities and meet the evolving strategic needs of its customers.”

Advent has a strong track record of investing in the national security sector, including past and current investments in Cobham (2020), Ultra Electronics (2022) and Maxar Technologies (2023). The firm will leverage its global network, operating expertise, and long-term investment horizon to support the company’s strategic initiatives.

Closing Conditions

The transaction is expected to close in the third quarter of calendar year 2025, subject to customary closing conditions. Following close, the Aerospace and Defense business will operate under a new name, which will be announced at a later date. Until that time, the Aerospace and Defense business will continue to operate under the Coherent brand.

About Coherent

Coherent is the global photonics leader. We harness photons to drive innovation. Industry leaders in the datacenter & communications and industrial markets rely on Coherent’s world-leading technology to fuel their own innovation and growth.

Founded in 1971 and operating in more than 20 countries, Coherent brings the industry’s broadest, deepest technology stack; unmatched supply chain resilience; and global scale to help its customers solve their toughest technology challenges. Visit our website at coherent.com.

About Advent

Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, we oversee more than USD $94 billion in assets under management* and have made over 430 investments across 44 countries.

Since our founding in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. We bring hands-on operational expertise to enhance and accelerate businesses.

As one of the largest privately-owned partnerships, our 660+ colleagues leverage the full ecosystem of Advent’s global resources who bring hands-on operational expertise to help enhance and accelerate businesses. This includes our Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide our portfolio companies as they seek to achieve their strategic goals.

Advent has a strong track record of investing in the national security sector, including past and current investments in Cobham (2020), Ultra Electronics (2022) and Maxar Technologies (2023). The firm will leverage its global network, operating expertise, and long-term investment horizon to support the company’s strategic initiatives.

To learn more, visit our website or connect with us on LinkedIn.

*Assets under management (AUM) as of March 31, 2025. AUM includes assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles.

Forward-Looking Statements

This press release contains statements, estimates, and projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. The words “expect,” “anticipate,” “estimate” and similar words and expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, including statements about the timing of closing of the sale of our Aerospace and Defense business, the use of proceeds therefrom, the impact of the sale on our financial results, and our expectations with respect to optimizing our strategic portfolio and focusing on core growth markets, are forward-looking statements, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are not guarantees of future performance and are subject to certain risks and uncertainties that could cause the Company’s actual results to differ materially from its historical experience and our present expectations or projections.

The Company believes that all forward-looking statements made by it herein have a reasonable basis, but there can be no assurance that management’s expectations, beliefs, or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements herein include but are not limited to: (i) the failure of any one or more of the assumptions stated herein to prove to be correct; (ii) the terms of the Company’s indebtedness and ability to service such debt, (iii) risks relating to future integration and/or restructuring actions; (iv) fluctuations in purchasing patterns of customers and end users; (v) the ability of the Company to retain and hire key employees; (vi) changes in demand in the Company’s end markets along with the Company’s ability to respond to such market changes; (vii) the timely release of new products and acceptance of such new products by the market; (viii) the introduction of new products by competitors and other competitive responses; (ix) the Company’s ability to assimilate other recently acquired businesses, and realize synergies, cost savings, and opportunities for growth in connection therewith, together with the risks, costs, and uncertainties associated with such acquisitions; (x) the risks to realizing the benefits of investments in research and development and commercialization of innovations; (xi) the risks that the Company’s stock price will not trade in line with industrial technology leaders; (xii) the impact of trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries; and/or (xiii) the risks relating to forward-looking statements and other “Risk Factors” identified from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and our subsequently filed Quarterly Reports on Form 10-Q, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.

Media Contacts

For Coherent:
Amy Wilson
Manager, Corporate Communications
corporate.communications@coherent.com

For Advent:
Peter Folland
Vice President, Communications, Advent
pfolland@adventinternational.co.uk

Categories: News

Tags:

York Space Systems Parent Company to Acquire ATLAS Space Operations to Expand Mission Delivery and Space-to-Ground Capabilities

Ae Industrial Partners

Acquisition will strengthen York’s position as a fully integrated space solutions provider for national security and commercial missions

DENVER, July 18, 2025 /PRNewswire/ — York Space Systems (York), a defense technology company transforming how the United States builds and operates space-based capabilities, today announced that its parent company has agreed to acquire ATLAS Space Operations (ATLAS), a pioneer in Ground Software as a Service (GSaaS) for satellite communications. The move brings York a powerful, software-led ground architecture that simplifies operations, removes integration barriers, and enhances space-to-ground resilience—accelerating York’s ability to deliver secure, mission-ready space systems at unmatched speed and value.

ATLAS will play a key role in York’s Golden Dome architecture, a next-generation defense solution that unifies spacecraft, software, and ground operations to deliver full-spectrum capabilities across contested environments. ATLAS will continue to operate independently under its existing brand, serving its diverse portfolio of customers across the space industry.

Founded in 2015, ATLAS delivers secure, cloud-native connectivity through its Freedom® software platform, which provides a single API access point to a global network of more than 50 antennas in 20+ countries and is the only GSaaS provider based in the United States. By shifting the complexity of satellite communications from hardware to software, ATLAS has built a federated network-of-networks that enables real-time tasking, automated scheduling, and seamless cloud delivery of mission data. The result is a flexible, scalable solution that reduces cost, risk, and time to orbit for a growing roster of government and commercial customers.

“ATLAS has built one of the most sophisticated and secure ground communications platforms in the industry,” said Dirk Wallinger, CEO of York. “This acquisition will enhance York’s ability to deliver mission-ready systems on the timelines our customers demand while continuing to support the broader space ecosystem with best-in-class ground solutions.”

The Freedom® platform simplifies ground operations through a single API that abstracts away the complexities of legacy ground station networks. Whether operating a single satellite or a proliferated constellation, customers can onboard faster, stream data directly to the cloud, and flexibly access global infrastructure without building it themselves.

“York shares our vision for a future where space systems are faster, smarter, and seamlessly integrated,” said Corey Geer, CEO of ATLAS. “Together, we are building the infrastructure to meet that future head-on, reducing risk, increasing resilience, and enabling critical data delivery on demand.”

This acquisition will strengthen York’s ability to deliver integrated, mission-ready systems by pairing its high-performance spacecraft and software-defined operations with ATLAS’s proven ground communications platform. Thereby enhancing end-to-end mission delivery, and accelerating deployment timelines, improving data flow from space to ground, and enabling more resilient, autonomous operations across both commercial and national security missions.

The acquisition of ATLAS is pending FCC approval and other customary closing conditions.

About York Space Systems

York Space Systems is a defense technology company transforming how the United States builds and operates space-based capabilities. As the leading provider of proliferated warfighter space solutions, York delivers fully integrated, mission-ready systems, combining high-performance spacecraft, software-defined operations, and ground-based autonomy, at unmatched speed and value.

With a foundation in high-rate manufacturing and systems-level integration, York is driving the convergence of hardware, software, and mission autonomy to redefine how the U.S. executes national defense from space. By enabling real-time intelligence and resilient, scalable infrastructure, York empowers a smarter, faster, and more adaptive defense posture. Learn more at http://www.YorkSpaceSystems.com

About ATLAS Space Operations, Inc.

ATLAS Space Operations is the leading provider of Ground Software as a Service™ in the space communications industry. Recognized repeatedly for technological innovation and industry leadership, ATLAS’s Freedom® software platform provides cloud-native connectivity, global antenna access, real-time tasking, and streamlined data handling. Learn more at atlasspace.com

SOURCE York Space Systems

Categories: News

Tags:

Stonepeak Completes Acquisition of Forgital

Stonepeak

John Slattery, former GE Aerospace executive, appointed Chairman of the Forgital Board of Directors

NEW YORK & VELO D’ASTICO – June 30, 2025 – Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, today announced the completion of its previously announced acquisition of Forgital Group (“Forgital” or the “Company”), a leading manufacturer of advanced forged and machine-finished components for aerospace and industrial end markets.

Conor Sutherland, Managing Director at Stonepeak, said, “We are thrilled to reach this milestone. Forgital has established itself as a trusted partner to leading aerospace manufacturers and industrial customers through its commitment to quality, innovation and reliability. We see tremendous opportunity ahead for the Company, magnified by durable demand in the aerospace end market. We are excited to partner with the Forgital team to support this next phase of growth.”

“With Stonepeak’s support, we are well positioned to accelerate our strategic agenda,” said Meddah Hadjar, CEO of Forgital Group. “They share our vision and bring deep expertise in mission-critical infrastructure and industrial growth platforms, which aligns well with the demands of our aerospace sector. I am confident in our path forward as we continue to innovate and grow with our customers by delivering precision-engineered components for the most demanding applications.”

In conjunction with today’s announcement, John Slattery has been appointed as Chairman of the Forgital Board of Directors. Mr. Slattery brings deep aerospace industry expertise, most recently serving as Chief Commercial Officer of GE Aerospace and previously as President & CEO of GE Aviation, where he played a critical role in the company’s transformation to an independent, public company in 2024. Prior to his time at GE, he served as President & CEO of Commercial Aviation at Embraer.

“I am delighted to be joining Forgital’s Board at the start of this next chapter, and I look forward to working with the Company’s management team and Stonepeak. I see significant opportunity for the Company, and believe that Forgital’s proud heritage dating to its inception in 1873 provides a strong foundation for continued success,” said John Slattery, Chairman of the Forgital Board of Directors.

Mr. Sutherland added, “We welcome John to the Board. His insight and leadership will be a tremendous asset to Forgital.”

About Stonepeak
Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $73 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, with a focus on downside protection and strong risk-adjusted returns. Stonepeak, as sponsor of private equity and credit investment vehicles, provides capital, operational support, and committed partnership to grow investments in its target sectors, which include transport and logistics, digital infrastructure, energy and energy transition, and real estate. Stonepeak is headquartered in New York with offices in Houston, Washington, D.C., London, Hong Kong, Seoul, Singapore, Sydney, Tokyo, Abu Dhabi, and Riyadh. For more information, please visit www.stonepeak.com.

About Forgital

Forgital is a leading, vertically integrated Group focused on the manufacturing of seamless rolled rings in rectangular or profiled sections, as well as assembled fan modules, covering the largest range of sizes. Forgital specializes in forging rolled rings, with technologically advanced capabilities across a broad range of materials, including titanium, nickel and cobalt alloys, carbon steel, alloy steel, stainless steel and aluminium. Forgital’s Compact Supply Chain simplifies the production process of its customers through an integrated system of technologies and services which encompasses all the steps of the project: from the pre-processing to the post-processing phase (including finishing, welding and macroetching).

Contacts

For Stonepeak
Kate Beers / Maya Brounstein
corporatecomms@stonepeak.com
+1 (646) 540-5225

For Forgital
Mara Rezzadore
Mara.Rezzadore@forgital.com
+39 0445 731322

Categories: News

Tags:

Redwire Completes Acquisition of Edge Autonomy, Establishing Company as a Global Defense Tech Disruptor Specializing in Multi-Domain Solutions

Ae Industrial Partners

JACKSONVILLE, Fla. (June 13, 2025) – Redwire Corporation (NYSE: RDW) (“Redwire”), a global leader in aerospace and defense technology solutions, today announced it has completed its acquisition of Edge Autonomy Intermediate Holdings, LLC, together with its subsidiaries, (“Edge Autonomy”), a leading provider of field-proven uncrewed airborne system (“UAS”) technology. The strategic transaction was approved by Redwire shareholders on June 13.

Transaction Highlights

  • Transforms Redwire into a scaled and profitable space and defense tech company focused on the convergence of integrated autonomous operations for defense and national security. The combined company is uniquely positioned to deliver innovative space and airborne platforms—two of the fastest growing trends in defense technology.
  • Purpose built proven technology portfolios bridge the gap between airborne and space-based systems and enable software-defined, AI-enabled, autonomous operations across multiple domains and orbits, from the surface of the Earth to the surface of the Moon, Mars, and beyond.
  • Significantly expands Redwire’s global manufacturing and innovation presence with a highly skilled workforce of more than 1,300 employees and over 628,000 square feet of manufacturing and production capabilities across the U.S. and Europe after the combination.
  • Accelerates Redwire’s growth trajectory and strengthens its financial profile; the transaction is immediately accretive to Redwire’s revenue, Adjusted EBITDA, and Free Cash Flow
  • The addition of Edge Autonomy’s UAS technologies creates new integrated capabilities for Redwire’s customers that leverage connectivity across space and airborne operations.

“We are pleased to complete this acquisition that establishes Redwire as a global leader in the aerospace and defense sector,” said Redwire’s Chairman and CEO Peter Cannito. “Today marks the start of an exciting new chapter as a combined company. With Edge Autonomy, we are uniquely positioned to transform the future of multi-domain operations and provide decisive advantages to U.S. and allied warfighters. We look forward to leveraging our combined capabilities to enable the most critical missions as we strive to achieve air and space superiority and create significant value for Redwire’s customers and shareholders.”

As previously disclosed, for the twelve months ended December 31, 2025, Redwire, as a combined company and assuming the transaction with Edge Autonomy had been consummated on January 1, 2025, forecasted full year revenues1 of $535 million to $605 million and Adjusted EBITDA1,2 of $70 million to $105 million with positive Free Cash Flow.1,2

Advisors

J.P. Morgan Securities LLC and GH Partners LLC served as financial advisors and Holland & Knight LLP served as legal advisor to Redwire. Texas Capital Securities acted as advisor and lead arranger on the debt financing. Roth Capital Partners served as financial advisor and Richards, Layton & Finger, P.A. served as legal advisor to the special committee of the Board of Directors. Citi and William Blair served as financial advisors and Kirkland & Ellis LLP served as legal advisor to Edge Autonomy.

About Redwire

Redwire Corporation (NYSE: RDW) is an integrated aerospace and defense company focused on advanced technologies. We are building the future of aerospace infrastructure, autonomous systems and multi-domain operations leveraging digital engineering and AI automation. Redwire’s approximately 1,300 employees located throughout the United States and Europe are committed to delivering innovative space and airborne platforms transforming the future of multi-domain operations. For more information, please visit RDW.com.

Use of Projections

The financial outlook and projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainty and contingencies, many of which are beyond Redwire’s or Edge Autonomy’s control. Such calculation cannot be predicted with reasonable certainty and without unreasonable effort because of the timing, magnitude and variables associated with the completion of the proposed merger with Edge Autonomy. Additionally, any such calculation, at this time, would imply a degree of precision that could be confusing or misleading to investors. Neither Redwire nor Edge Autonomy’s independent auditors have audited, reviewed, compiled or performed any procedures with respect to the financial projections for purposes of inclusion in this press release, and, accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purposes of this press release. While all financial projections, estimates and targets are necessarily speculative, Redwire believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results for Redwire, Edge Autonomy and the combined company are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Redwire, or its representatives, considered or consider the financial projections, estimates or targets to be a reliable prediction of future events. Further, inclusion of the prospective financial information in this press release should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

Forward-Looking Statements

Readers are cautioned that the statements contained in this press release regarding expectations of our performance or other matters that may affect our or the combined company’s business, results of operations, or financial condition are “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding our or the combined company’s strategy, financial projections, including the prospective financial information provided in this communication, financial position, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, the expected benefits from the business combinationand the expected performance of the combined company, among others, are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “target,” “continued,” “project,” “plan,” “opportunity,” “estimate,” “potential,” “predict,” “demonstrates,” “may,” “will,” “could,” “intend,” “shall,” “possible,” “forecast,” “trends,” “contemplate,” “would,” “approximately,” “likely,” “outlook,” “schedule,” “pipeline,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.

These factors and circumstances include, but are not limited to (1) risks associated with the continued economic uncertainty, including high inflation, effects of trade tariffs and other trade actions, supply chain challenges, labor shortages, increased labor costs, high interest rates, foreign currency exchange volatility, concerns of economic slowdown or recession and reduced spending or suspension of investment in new or enhanced projects; (2) the failure of financial institutions or transactional counterparties; (3) Redwire’s limited operating history and history of losses to date as well as the limited operating history of Edge Autonomy and the relatively novel nature of the drone industry; (4) the inability to successfully integrate recently completed and future acquisitions, including the business combination with Edge Autonomy, as well as the failure to realize the anticipated benefits of the transaction or to realize estimated projected combined company results; (5) the development and continued refinement of many of Redwire’s and the combined company’s proprietary technologies, products and service offerings; (6) competition with new or existing companies; (7) the possibility that Redwire’s expectations and assumptions relating to future results and projections with respect to Redwire or Edge Autonomy may prove incorrect; (8) adverse publicity stemming from any incident or perceived risk involving Redwire, Edge Autonomy, the combined company, or their competitors; (9) unsatisfactory performance of our and the combined company’s products resulting from challenges in the space environment, extreme space weather events, the environments in which drones operate, including in combat or other areas where hostilities may occur, or otherwise; (10) the emerging nature of the market for in-space infrastructure services and the market for drones and related services; (11) inability to realize benefits from new offerings or the application of our or the combined company’s technologies; (12) the inability to convert orders in backlog into revenue; (13) our and the combined company’s dependence on U.S. and foreign government contracts, which are only partially funded and subject to immediate termination, which may be affected by changes in government program requirements, spending priorities or budgetary constraints, including government shutdowns, or which may be influenced by the level of military activities and related spending, such as in or with respect to ongoing or future conflicts, including the war in Ukraine, or as a result of changes in international support for military assistance to Ukraine; (14) the fact that Redwire and the combined company are subject to stringent U.S. economic sanctions and trade control laws and regulations, as well as risks related to doing business in other countries, including those related to tariffs, trade restrictions and government actions; (15) the need for substantial additional funding to finance our and the combined company’s operations, which may not be available when needed, on acceptable terms or at all; (16) the dilution of holders of Redwire Common Stock that resulted from or will result from the issuance of additional shares of Redwire Common Stock as consideration for the acquisition of Edge Autonomy, as well as the issuance of Redwire Common Stock in any offering that may be undertaken in connection with such acquisition; (17) the fact that the issuance and sale of shares of Redwire Preferred Stock has reduced the relative voting power of holders of Redwire Common Stock and diluted the ownership of holders of our capital stock; (18) the ability to achieve the conditions to cause, or timing of, any mandatory conversion of the Redwire Preferred Stock into Redwire Common Stock; (19) the fact that AE Industrial Partners (“AE Industrial”) and  BCC Redwire Aggregator, L.P. and their affiliates have significant influence over us, which could limit your ability to influence the outcome of key transactions, as well as AE Industrial’s increased voting power resulting from its receipt of  equity consideration in Redwire’s acquisition of Edge Autonomy; (20) the fact that provisions in our Certificate of Designation with respect to our Redwire Preferred Stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; (21) the fact that our Redwire Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; (22) the possibility of sales of a substantial amount of Redwire Common Stock by our stockholders following consummation of the transaction, which sales could cause the price of Redwire Common Stock to fall; (23) the impact of the issuance of additional shares of Redwire Preferred Stock as paid-in-kind dividends on the price and market for Redwire Common Stock; (24) the volatility of the trading price of Redwire Common Stock; (25) risks related to short sellers of Redwire Common Stock; (26) Redwire’s or the combined company’s inability to report its financial condition or results of operations accurately or timely as a result of identified material weaknesses in internal control over financial reporting, as well as the possible need to expand or improve Edge Autonomy’s financial reporting systems and controls; (27)  the effect of any announcement of the business combination on Redwire’s or Edge Autonomy’s business relationships, operating results and business generally; (28) risks that the business combination disrupts plans and operations of Redwire or Edge Autonomy; (29) the ability of Redwire or the combined company to finance its operations in the future; (30) the impact of any increase in the combined company’s indebtedness incurred to fund working capital or other corporate needs, including the repayment of Edge Autonomy’s outstanding indebtedness and transaction expenses incurred to acquire Edge Autonomy, as well as debt covenants that may limit the combined company’s activities, flexibility or ability to take advantage of business opportunities, and the effect of debt service on the availability of cash to fund investment in the business; (31) the ability to implement business plans, forecasts and other expectations after the completion of the transaction, and identify and realize additional opportunities; (32) a significant portion of Edge Autonomy’s revenues result from sales to customers in Ukraine, which sales have been declining and may continue to decline in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine; and (33) other risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the SEC by Redwire. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward-looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and Redwire disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward-looking statements.

Non-GAAP Financial Information

This press release contains financial measures that have not been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). These financial measures include forecasted Adjusted EBITDA and Free Cash Flow for Redwire assuming completion of the acquisition of Edge Autonomy. Certain financial metrics for the Redwire and Edge Autonomy businesses by Redwire management have not been calculated pursuant to Article 11 of Regulation S-X. Such calculation cannot be predicted with reasonable certainty and without unreasonable effort because of the timing, magnitude and variables associated with the completion of the proposed merger with Edge Autonomy. Additionally, any such calculation, at this time, would imply a degree of precision that could be confusing or misleading to investors. Further, we are unable to provide reconciliations to forward-looking Adjusted EBITDA and Free Cash Flow because we are unable to provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. This is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Thus, we are unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to the most closely comparable forward-looking U.S. GAAP financial measure because such information is not available

Non-GAAP financial measures are used to supplement the financial information presented on a U.S. GAAP basis and should not be considered in isolation or as a substitute for the relevant U.S. GAAP measures and should be read in conjunction with information presented on a U.S. GAAP basis. Because not all companies use identical calculations, our presentation of Non-GAAP measures may not be comparable to other similarly titled measures of other companies. We encourage investors and stockholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Adjusted EBITDA is defined as net income (loss) adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization, impairment expense, transaction expenses, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, litigation-related expenses, write-off of long-lived assets, equity-based compensation, committed equity facility transaction costs, debt financing costs, gains on sale of joint ventures, and warrant liability change in fair value adjustments. Free Cash Flow is computed as net cash provided by (used in) operating activities less capital expenditures.

We use Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources. We use Free Cash Flow as a useful indicator of liquidity to evaluate our period-over-period operating cash generation that will be used to service our debt, and can be used to invest in future growth through new business development activities and/or acquisitions, among other uses. Free Cash Flow does not represent the total increase or decrease in our cash balance, and it should not be inferred that the entire amount of Free Cash Flow is available for discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures that are not deducted from this measure.

[1] These amounts are the sum of the standalone full year forecasts for the Redwire and Edge Autonomy businesses by Redwire management. Please refer to “Use of Projections” included in this press release for additional information.

[2] Adjusted EBITDA and Free Cash Flow are not measures of results under generally accepted accounting principles in the United States. Please refer to “Non-GAAP Financial Information” included in this press release for details regarding these Non-GAAP measures.

Media Contact:

Tere Riley
tere.riley@redwirespace.com

Investors:

investorrelations@redwirespace.com
904-425-1431

Categories: News

Tags:

AE Industrial Partners Closes Aerospace Leasing Fund II with $418 Million in Capital Commitments

No Comments
Ae Industrial Partners

Oversubscribed fund highlights strong investor interest in durable, risk-adjusted asset class

BOCA RATON, Fla.–(BUSINESS WIRE)–AE Industrial Partners, LP (“AE Industrial”), a private investment firm specializing in National Security, Aerospace, and Industrial Services, today announced the close of its second aerospace leasing fund, AE Industrial Partners Aerospace Leasing Fund II, LP (“Aerospace Leasing Fund II”), which was oversubscribed with total capital commitments of $418 million, reflecting strong support from both existing and new investors. Commitments came from a diverse mix of institutional investors, including public and private pensions, family offices, and endowments.

Established in 2020, AE Industrial’s aerospace leasing platform leverages its core competencies in sourcing, structuring, and managing late life current technology commercial aircraft and engines, business jets, and special mission aircraft modified for government contracts. To date, Aerospace Leasing Fund II has committed over 35% of its capital to acquire a fleet of 20 assets. With the close of Aerospace Leasing Fund II, AE Industrial broadens its leasing strategy, seeking attractive risk-adjusted returns designed to produce current income and capital appreciation for investors.

“We are grateful for the strong interest we have seen in our latest fund from both existing and new investors,” said David Rowe, Co-CEO & Managing Partner at AE Industrial. “This enthusiastic response underscores our team’s deep experience, track record, and global network. It also demonstrates that investors are looking for longer-term opportunities with strong underlying assets that can insulate them from market volatility while providing more predictable returns.”

“A convergence of industry tailwinds, including production bottlenecks, and airlines becoming more focused on utility and reliability, have continued to drive strong demand for commercial leased aerospace assets. This, coupled with the robust global growth for specialized or modified aircraft, creates unique well-structured investment opportunities,” said Nathan Dickstein, Partner and Head of Aerospace Leasing at AE Industrial. “With our dedicated capital and broader leasing platform, we will continue to provide innovative solutions to our global base of customers.”

About AE Industrial Partners Aerospace Leasing:
AE Industrial Partners Aerospace Leasing, the leasing platform of AE Industrial Partners, invests in asset-backed opportunities across the commercial, business, and special mission aerospace sectors. The dedicated investment team focuses on offering bespoke leasing solutions to its global customer base of airlines, corporates, and government entities. Leveraging the team’s deep technical knowledge and aircraft management expertise, AE Industrial Partners Aerospace Leasing seeks to build diversified, income-producing portfolios by opportunistically investing in assets under operating and finance leases. For more information, please visit www.aeroequity.com/aerospace-leasing/.

About AE Industrial Partners:
AE Industrial Partners is a private investment firm with $6.4 billion of assets under management focused on highly specialized markets including national security, aerospace, and industrial services. AE Industrial Partners has completed more than 130 investments in market-leading companies that benefit from its deep industry knowledge, operating experience, and network of relationships across the sectors where the firm invests. With a commitment to driving value creation in partnership with the management teams of its portfolio companies, AE Industrial Partners invests across private equity, venture capital, and aerospace leasing.

Media Contact:
Stanton Public Relations & Marketing
Matt Conroy
mconroy@stantonprm.com
(646) 502-3563

Categories: News

Tags:

Charlesbank Completes Acquisition of EMCORE to Form Velocity One

Charlesbank

Transaction solidifies the formation of a new industry leader providing highly engineered products to the aerospace and defense markets

BOSTON, MA & FAIRFIELD, NJ, March 5, 2025 – Charlesbank Capital Partners (“Charlesbank”), a middle-market private investment firm, today announced that it has, through new aerospace manufacturing holding company Velocity One, successfully closed on its acquisition of EMCORE Corporation (formerly Nasdaq: EMKR) (“EMCORE”), a provider of specialized inertial navigation solutions to the aerospace and defense (“A&D”) industry. The transaction was first announced on November 8, 2024, following unanimous approval by the EMCORE board of directors.

Headquartered in Fairfield, New Jersey, Velocity One (or the “Company”) brings together EMCORE with Cartridge Actuated Devices, Inc. (“CAD”) and Aerosphere Power, positioning itself as an industry leader with operating units capable of designing, manufacturing, and supporting a wide range of critical products including navigational solutions, energetic devices, and power system solutions for the aerospace and defense end-markets. Together, these leading businesses comprise approximately 250 employees across five facilities. Building on these capabilities, the Company will focus on partnering with leading component manufacturers as part of a strategy to build a market-leading aerospace and defense platform.

John Borduin, an industry veteran with 20 years’ experience in senior leadership positions at prominent aerospace and defense companies including CAD, Avionic Instruments, Safran, and GE Aviation, will lead Velocity One as Chief Executive Officer. Brandon White, Managing Director and Co-Head – Flagship, at Charlesbank, has joined the Board of Directors of the combined company, along with Senior Vice President Samuel Bekenstein and Vice President Karan Talreja.

“The creation of Velocity One follows a multi-year thematic pursuit in the aerospace sector for Charlesbank. We are thrilled to complete this transformative acquisition, which we believe will solidify the formation of a new industry leader providing proprietary, highly engineered products to the aerospace and defense sectors,” said Mr. White. “The three companies under the wing of Velocity One share a reputation for delivering high-quality products and a clear vision to create value organically and through M&A. We are excited to partner with this driven, highly skilled management team to propel future growth.”

“The addition of EMCORE to our portfolio represents an exciting opportunity for us to accelerate our growth together as Velocity One,” said CEO Mr. Borduin. “With the support of Charlesbank, we look forward to continuing to scale our business, capitalize on an attractive M&A pipeline and unlock new opportunities in the aerospace and defense sectors.”

As part of the transaction, Launch Point Partners LLC (“Launch Point”), a private investment firm specializing in the A&D industry, will become a strategic co-investor in Velocity One alongside Charlesbank.

Categories: News

Tags:

Firefly Aerospace Becomes First Commercial Company to Successfully Land on the Moon

Ae Industrial Partners

Cedar Park, Texas, March 2, 2025 – Firefly Aerospace, the leader in end-to-end responsive space services, today announced its Blue Ghost lunar lander softly touched down on the Moon’s surface in an upright, stable configuration on the company’s first attempt. As part of NASA’s Commercial Lunar Payload Services (CLPS) initiative, Firefly’s Blue Ghost Mission 1, named Ghost Riders in the Sky, sets the tone for the future of exploration across cislunar space as the first commercial company in history to achieve a fully successful soft-landing on the Moon.

“Firefly is literally and figuratively over the Moon,” said Jason Kim, CEO of Firefly Aerospace. “Our Blue Ghost lunar lander now has a permanent home on the lunar surface with 10 NASA payloads and a plaque with every Firefly employee’s name. This bold, unstoppable team has proven we’re well equipped to deliver reliable, affordable access to the Moon, and we won’t stop there. With annual lunar missions, Firefly is paving the way for a lasting lunar presence that will help unlock access to the rest of the solar system for our nation, our partners, and the world.”

Carrying 10 NASA instruments, Blue Ghost completed a precision landing in Mare Crisium at 2:34 a.m. CST on March 2 and touched down within its 100-meter landing target next to a volcanic feature called Mons Latreille. Blue Ghost’s shock absorbing legs stabilized the lander as it touched down and inertial readings confirmed the lander is upright in a stable configuration. Following touchdown, Firefly is successfully commanding and communicating with the lander from its Mission Operations Center in Cedar Park, Texas.

Blue Ghost will now begin its surface operations and support several NASA science and technology demonstrations over the next 14 days – equivalent to a full lunar day. The surface operations include lunar subsurface drilling, sample collection, X-ray imaging, and dust mitigation experiments. On March 14, Firefly expects to capture high-definition imagery of a total eclipse when the Earth blocks the sun above the Moon’s horizon. On March 16, Blue Ghost will then capture the lunar sunset, providing data on how lunar dust levitates due to solar influences and creates a lunar horizon glow first documented by Eugene Cernan on Apollo 17. Following the sunset, Blue Ghost will operate several hours into the lunar night and continue to capture imagery that observes how levitating dust behavior changes after the sunset.

“With the hardest part behind us, Firefly looks forward to completing more than 14 days of surface operations, again raising the bar for commercial cislunar capabilities,” said Shea Ferring, Chief Technology Officer at Firefly Aerospace. “Just through transit to the Moon, Firefly’s mission has already delivered the most science data to date for the NASA CLPS initiative. CLPS has played a key role in Firefly’s evolution from a rocket company to a provider of launch, lunar, and on-orbit services from LEO to cislunar and beyond. We want to thank NASA for entrusting in the Firefly team, and we look forward to delivering even more science data that supports future human missions to the Moon and Mars.”

Throughout its 45-day journey to the Moon, Blue Ghost traveled more than 2.8 million miles, downlinked more than 27 GB of data, and supported several payload science operations. This included signal tracking from the Global Navigation Satellite System at a record-breaking distance with the LuGRE payload, radiation tolerant computing through the Van Allen Belts with the RadPC payload, and measurements of magnetic field changes with the LMS payload.

Firefly will continue to provide regular updates on the Blue Ghost Mission 1 webpage through the completion of the mission. NASA’s Artemis blog will share additional details on payload operations.

About Firefly Aerospace
Firefly Aerospace is an end-to-end responsive space company with launch, lunar, and on-orbit services. Headquartered in central Texas, Firefly is a portfolio company of AE Industrial Partners (“AEI”) focused on delivering rapid, reliable, and affordable space access for government and commercial customers. Firefly’s small- to medium-lift launch vehicles, lunar landers, and orbital vehicles provide the space industry with a single source for missions from low Earth orbit to the surface of the Moon and beyond. For more information, visit www.fireflyspace.com.

Media Contact
press@fireflyspace.com

Categories: News

Tags:

TRIUMPH to be Acquired by Affiliates of Warburg Pincus and Berkshire Partners in an All-Cash Transaction Valued at Approximately $3 Billion

Warburg Pincus logo

TRIUMPH Shareholders to Receive $26.00 in Cash Per Share

RADNOR, Pa. and NEW YORK and BOSTON, Feb. 3, 2025 /PRNewswire/ — Triumph Group, Inc. (NYSE: TGI) (“TRIUMPH” or the “Company”) today announced that it has entered into a definitive agreement under which affiliates of growth-focused private equity firms Warburg Pincus and Berkshire Partners will acquire TRIUMPH through a newly formed entity for a total enterprise value of approximately $3 billion. Upon completion of the transaction, TRIUMPH will become a privately held Company, jointly controlled by Warburg Pincus and Berkshire Partners.

Under the terms of the agreement, TRIUMPH shareholders will receive $26.00 per share in cash. The purchase price represents a premium of approximately 123% over the Company’s unaffected closing stock price1 and a premium of approximately 58% over the volume weighted average price (VWAP) of TRIUMPH common stock for the 90 days prior to January 31, 2025.

“We are pleased to have reached this agreement, which reflects the culmination of the Board’s robust process and will deliver immediate, certain and premium cash value to our shareholders,” said Dan Crowley, TRIUMPH’s chairman, president and chief executive officer. “Over the last few years, TRIUMPH successfully optimized our portfolio, built around a world class team and capabilities. This transaction recognizes our Company’s position as a valued provider of mission-critical engineered systems and proprietary components for both OEM and aftermarket customers. As a privately held company in partnership with Berkshire Partners and Warburg Pincus, TRIUMPH will have an enhanced ability to meet our customers’ evolving needs and provide more opportunities for our valued employees.”

“TRIUMPH has a strong reputation as a leader in highly engineered aerospace components and systems, and we are excited about partnering with them in this next chapter of growth,” said Dan Zamlong, Managing Director at Warburg Pincus. “With our deep experience investing in and developing aerospace platforms, we look forward to working with TRIUMPH’s talented global team to increase opportunities for its portfolio and capture the growing demand for high quality aerospace components.”

“TRIUMPH plays a critical role in the aerospace and defense industry and is known for providing high quality products on key platforms. Berkshire has a long history of partnering with market-leading aerospace companies, and we look forward to helping accelerate the next phase of TRIUMPH’s growth,” added Blake Gottesman, Managing Director at Berkshire Partners.

Timing and Approvals
The transaction is expected to close in the second half of calendar year 2025 and is subject to customary closing conditions, including approval by TRIUMPH shareholders and receipt of required regulatory approvals. TRIUMPH’s Board of Directors unanimously approved the definitive agreement. The transaction is not contingent upon financing. Upon completion of the transaction, TRIUMPH will no longer be traded on the New York Stock Exchange.

Third Quarter Fiscal 2025 Earnings
In connection with its pending transaction, TRIUMPH will release its third quarter fiscal 2025 earnings and file its Form 10-Q by February 10, 2025, as planned, and is cancelling its previously scheduled earnings conference call and webcast.

Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to TRIUMPH. Lazard is serving as financial advisor and Kirkland & Ellis LLP and Covington & Burling LLP are acting as legal counsel to Berkshire Partners and Warburg Pincus.

About TRIUMPH
Founded in 1993 and headquartered in Radnor, Pennsylvania, TRIUMPH designs, develops, manufactures, repairs and provides spare parts across a broad portfolio of aerospace and defense systems and components. The Company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

More information about TRIUMPH can be found on the Company’s website at www.triumphgroup.com.

About Berkshire Partners
Berkshire Partners is a 100% employee-owned, multi-sector specialist investor in private and public equity. The firm’s private equity team invests in well-positioned, growing companies across business & consumer services, healthcare, industrials, and technology & communications. Berkshire is currently investing from its Fund XI, which held its final closing in 2024 with approximately $7.8 billion in commitments. Since inception, Berkshire Partners has made more than 150 private equity investments and has a strong history of collaborating with management teams to grow the companies in which it invests. For additional information, visit www.berkshirepartners.com.

About Warburg Pincus
Warburg Pincus LLC is the pioneer of private equity global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $86 billion in assets under management, and more than 230 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has been an active investor in the aerospace & defense and industrial technology sectors with current and former investments including Accelya, Aquila Air Capital, CAMP Systems, Consolidated Precision Products, Duravant, Extant Aerospace, Infinite Electronics, Inmarsat, iNRCORE, Quest Global, Sundyne, TransDigm and Wencor Group. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid and information currently available to management. They can be identified by the use of words such as “may,” “might,” “anticipate,” “plan,” “believe,” “potential,” “intend,” “expect,” “strategy,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following risks: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the risk that the Company’s stockholders may not approve the proposed transaction; (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (iv) uncertainty as to the timing of completion of the proposed transaction; (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (vi) potential litigation relating to the proposed transaction that could be instituted against the Company, Titan BW Acquisition Holdco Inc. (the “Buyer”) or their respective directors and officers, including the effects of any outcomes related thereto; or (vii) possible disruptions from the proposed transaction that could harm the Company’s or Buyer’s business, including current plans and operations. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed or that may be filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2024 and September 30, 2024.  Any forward-looking information provided in this document should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this document.

Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company and Buyer, the Company intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the proxy materials to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website (https://www.triumphgroup.com/investor-relations) or by contacting the investor relations department of the Company.

Participants in the Solicitation
The Company and its directors and executive officers, including Daniel J. Crowley, Chairman, President and Chief Executive Officer, Barbara Humpton, Colleen C. Repplier, Courtney Mather, Cynthia M. Egnotovich, Daniel P. Garton, Mark C. Cherry, Neal J. Keating, Partrick Allen, all of whom are members of the Company’s Board of Directors, as well as James McCabe, Senior Vice President and Chief Financial Officer, Jennifer Allen, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary, Thomas Quigley, Vice President, Investor Relations, Mergers & Acquisitions & Treasurer, Kai Kasiguran, Vice President, Controller may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Principal Stockholders and Management,” “Board of Directors—Director Compensation,” and “Compensation Discussion and Analysis” contained in the Company’s proxy statement on Schedule 14A filed with the SEC on June 24, 2024. To the extent that the Company’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2024 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4, Initial Statements of Beneficial ownership on Form 3, or amendments to beneficial ownership reports on Schedules 13D filed with the SEC: Form 4, filed by Kai W. Kasiguran, with the filings of the Company on September 3, 2024; Form 4, filed by Colleen C. Repplier, with the filings of the Company on August 12, 2024; Form 4, filed by Courtney Mather, with the filings of the Company on August 12, 2024; Form 4, filed by Neal J. Keating, with the filings of the Company on August 12, 2024; Form 4, filed by Daniel P. Garton, with the filings of the Company on August 12, 2024; Form 4, filed by Barbara Humpton, with the filings of the Company on August 12, 2024; Form 4, filed by Cynthia M. Egnotovich, with the filings of the Company on August 12, 2024; Form 4, filed by Patrick E. Allen, with the filings of the Company on August 12, 2024; Form 3, filed by Mark C. Cherry, with the filings of the Company on August 12, 2024 and Form 4, filed by Mark C. Cherry, with the filings of the Company on August 9, 2024.

Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.triumphgroup.com/investor-relations.

1of $11.65 per share as of the close on October 9, 2024, the last full trading day prior to media reports regarding a possible sale transaction

SOURCE Triumph Group

Back To News

Categories: News

Tags:

KKR receives all regulatory approvals for the voluntary public tender offer for all outstanding shares of OHB SE

KKR

27 August 2024 – Orchid Lux HoldCo S.à r.l. (“Bidder”), a holding company controlled by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), today announced the receipt of the last outstanding regulatory approval for the voluntary public tender offer for the shares (ISIN: DE0005936124) of OHB SE (“OHB”). Therefore, all closing conditions are fulfilled and settlement of the voluntary public tender offer will be effected within the next eight banking days, i.e. by 9 September 2024 the latest. In connection with the settlement, shareholders that have accepted the offer will receive the cash consideration of EUR 44.00 per tendered OHB share.

 

Based on the acceptance ratio of the tender offer plus further shares purchased on market and acquired through the capital increase completed on 22 December 2023, KKR has secured approximately 28.6 percent of all OHB shares. Following completion of the takeover offer as announced today, KKR and the Fuchs family will hold a combined stake of approx. 94.0 percent of all OHB shares.

Additional information is available at www.orchid-offer.com

###

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

About OHB SE

OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: Space systems, Aerospace and Digital. The company employs around 3,300 people and generated a total turnover of around EUR 1.2 billion in 2023.

KKR media contact

Thea Bichmann

Mobile: +49 (0) 172 13 99 761

Email: kkr_germany@fgsglobal.com

Fabian Prietzel

Mobil: +49 (0) 171 86 01 411

Email: kkr_germany@fgsglobal.com

 

OHB SE media contact

Knut Engelmann

Mobil: + 49 (0) 174 2342808

E-Mail: knut.engelmann@kekstcnc.com

Torben Gosau

Mobil: +49 (0) 160 96943517

E-Mail: torben.gosau@kekstcnc.com

 

Disclaimer and forward-looking statements

This press release is neither an offer to purchase nor a solicitation of an offer to sell OHB shares. The final terms of the takeover offer, as well as other provisions relating to the takeover offer are set out solely in the offer document authorised for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of OHB shares are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information. The offer document for the takeover offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the takeover offer is published amongst other information on the internet at www.orchid-offer.com.

The takeover offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The takeover offer is not conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the takeover offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of OHB shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional OHB shares outside the takeover offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the offer price is increased in accordance with the WpÜG, to match any consideration paid outside of the takeover offer if higher than the offer price. If such acquisitions take place, information on such acquisitions, including the number of OHB shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The published takeover offer relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and OHB included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that OHB is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with the Bidder as a result of the acceptance of the takeover offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the takeover offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and OHB are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward- looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will in future change their intentions and estimates stated in documents or notifications or in the offer document.

 

Categories: News

Tags:

EQT enters into exclusive negotiations with Eutelsat Group to acquire a majority stake in its Satellite Ground Station Infrastructure Business

eqt

The Ground Station Business consists of approximately 1,400 antennas across more than 100 locations globally, enabling satellite communications for Eutelsat Group, OneWeb, and other third-party customers 

The Ground Station Business operates within a predictable and stable part of the satellite value chain. It also benefits from serving both Geostationary Orbit and Low Earth Orbit satellites used for a diverse range of applications including connectivity and broadcasting 

EQT would support the continued development of the Ground Station Business in its journey to becoming a premier independent ground station operator globally, through investments in new and existing antenna infrastructure and M&A-driven growth

EQT is pleased to announce that the EQT Infrastructure VI fund (“EQT”) has entered into exclusive negotiations to acquire a majority stake in Eutelsat Group’s Ground Station Infrastructure Business (or “the Ground Station Business”). EQT would own 80% of the capital, while Eutelsat Group would remain committed as long-term shareholder, anchor tenant and partner of the new company with a 20% holding. The contemplated transaction values the new entity at an enterprise value of EUR 790 million.

The Ground Station Business is a global infrastructure platform with a large, existing footprint of satellite ground stations and significant investment potential. Satellite ground stations enable the transmission of data between the Earth and orbiting satellites. They play an increasingly important role in global telecommunications, helping to enable reliable and low-cost connectivity to billions of people around the world that are outside of coverage for fixed and mobile connectivity solutions.

The satellite industry is experiencing a dynamic period. The well-established Geostationary Earth Orbit satellite segment provides a strong foundation to support further investment in new growth areas. In particular, the development of satellite constellations in non-geostationary orbit and the emerging connectivity applications that they enable are expected to see substantial investment, brought on by significantly reduced launch costs. The continued deployment of satellites is expected to render strong demand for existing and new ground station infrastructure over the coming decade.

The transaction would carve out passive assets, including land, buildings, support infrastructure, antennas and connectivity circuits, to form a new company which would become a standalone legal entity and will be rebranded after closing of the transaction, with the headquarters to remain in France. The Ground Station Business benefits from a resilient financial profile and a robust position in the satellite value chain due to its high-quality global asset base. On completion of the transaction, Eutelsat would enter into a long-term framework master service agreement (MSA) with the Ground Station Business and become the anchor tenant.

EQT would support the Ground Station Business in its ambition to become the global independent leader in the ground station segment of the satellite industry. This would require continued investments in upgrading and building new sites, notably for Low Earth Orbit antennas, as well as pursuit of inorganic growth opportunities across the vast and fragmented global ground station market. It would be the latest transaction by EQT Infrastructure in France, which in the past 24 months has also acquired Trescal, a calibration services firm, and Ocea Group, a heat submetering infrastructure provider.

Carl Sjölund, Partner within the EQT Value-Add Infrastructure advisory team, said: “At EQT, we identified satellite ground stations as an attractive digital infrastructure vertical several years ago. They play an important role in ensuring global connectivity, especially for those not covered by fixed and mobile connectivity solutions, and require deep global expertise in developing and operating telecommunications infrastructure businesses. We are delighted to partner with Eutelsat Group to create a ground station leader and capture the growth opportunity fueled by technological innovation.”

Eva Berneke, Chief Executive Officer of Eutelsat Group, said, “We are proud to become the first satellite operator to embark on this innovative transaction which would allow us to build on the model adopted in other industries, and to optimise the value of our extensive ground network. In EQT we have found a partner of the highest quality, who shares our vision. This transaction would represent a win-win situation for all parties, and would enable Eutelsat to strengthen its financial profile, whilst continuing to rely on the unparalleled quality and reliability of its ground infrastructure. Moreover, we are confident that with the backing of EQT, the business would be in a position to fully embrace the opportunities opening up to it as the new global leader in this dynamic sector.”

The transaction is subject to customary regulatory conditions and approvals, as well as consultation with French security authorities and the appropriate employee representative bodies. It is expected to close in Q1 2026.

EQT was advised by Rothschild (M&A), BCG (Commercial, IT & Carve-out), A&O Shearman (M&A Counsel), Paul Weiss (Financing Counsel), KPMG (Financial & Tax), NovaSpace (Technical).

With this transaction, EQT Infrastructure VI is expected to be 45-50 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on target fund size.

Contact
EQT Press Office, press@eqtpartners.com

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of EQT Infrastructure VI will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.

About

About EQT
EQT is a purpose-driven global investment organization with EUR 246 billion in total assets under management (EUR 133 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
Follow EQT on LinkedInXYouTube and Instagram

Categories: News

Tags: