- BigBear.ai’s pro forma enterprise valuation adjusted from
$1.565 billion to $1.378 billion to reflect current market
conditions and establish more attractive entry point to market,
which translates to a 15% reduction in equity value for BigBear.ai
stockholders to $1.05 billion
- BigBear.ai believes that its recent strategic momentum and
robust backlog support attractive value opportunities for
stockholders
- GigCapital4 reminds its stockholders to vote or submit their
proxy in support of the Board of Directors’ recommendations at the
special stockholders meeting that will take place on Friday
December 3, 1:00 p.m. EST / 10:00 a.m. PST
- The Boards of Directors of both GigCapital4 and BigBear.ai
reaffirm their recommendation of the combination, which is expected
to close on December 7, 2021, subject to approval by the security
holders of GigCapital4 and the satisfaction of customary closing
conditions
BigBear.ai (“the Company"), a leading provider of artificial
intelligence, machine learning, cloud-based big data analytics, and
cyber engineering solutions, and GigCapital4, Inc. (“GigCapital4”;
Nasdaq: GIGGU, GIG, GIGGW), a Private-to-Public Equity (PPE)TM
entity also known as special purpose acquisition company (“SPAC”),
today announced that GigCapital4 has entered into a $75 million
backstop agreement (7.5 million shares at $10 per share) with AE
Industrial Partners to support their previously announced business
combination. The backstop agreement provides that an affiliate of
AE Industrial Partners will purchase up to 7.5 million shares of
GigCapital stock, with the actual amount dependent upon the amount
of cash available at the closing of the business combination of the
Company and GigCapital4 after any redemptions, the repayment of
existing Company debt, transaction expenses and the cash portion of
the merger consideration being paid in the business
combination.
In addition, GigCapital4 and the Company have adjusted the
rollover equity of BigBear.ai by 15% to $1.05 billion to reflect
current market conditions and establish a more attractive entry
point to market. Additionally, they have set as a condition to
GigCapital4 closing that there be a minimum available cash at
closing of $75 million on the balance sheet of the post-combination
Company. BigBear.ai believes that its recent strategic progress and
new contract awards support substantial value opportunities for
stockholders:
- Reported third quarter 2021 revenue of $40.2 million, an
increase of approximately 11% over the second quarter of 2021,
driven by new and expanded customer engagements.
- Added more than $150 million of new contract awards in the
third quarter, growing total backlog to approximately $485 million
as of September 30, 2021.
- New engagements and contract awards include: new commercial
partnership with Palantir to collaborate on go-to-market
opportunities in the commercial market sector; commercial
partnerships with Virgin Orbit and Terran Orbital; MOU with Redwire
Corporation; one-year contract with the Defense Intelligence
Agency; new award by the United States Army for Global Force
Information Management Phase 1 Prototype contract; five-year,
single award contract by the National Security Agency (NSA).
- Targeted investments aimed at accelerating commercial
penetration, including strategic leadership appointments to support
the Company’s growth.
“We believe our suite of AI-powered solutions are indispensable
tools that give government and commercial sector clients critical
competitive advantages – allowing them to make decisions faster and
better than their competitors,” said Dr. Reggie Brothers, Chief
Executive Officer of BigBear.ai. “Along with our partners at
GigCapital4 and AE Industrial and the purchasers of our convertible
senior unsecured notes, we are confident in our opportunities to
create value as a public company. We are well positioned to
accelerate our progress and take advantage of a rapidly growing
addressable market, and today’s announcement reflects our
commitment to delivering significant value for GigCapital4
shareholders as well as future shareholders of BigBear.ai.”
Dr. Raluca Dinu, Founding Managing Partner of GigCapital Global
and Chief Executive Officer of GigCapital4, said, “With consistent
backlog growth and major contract awards, BigBear.ai is generating
strong momentum and has multiple paths for growth as it continues
to expand into the fast-growing commercial market. We believe that
AI is one of the highest-impact technology verticals of our
generation, and we are confident that this transaction brings
compelling opportunities to all stakeholders.”
Kirk Konert, Partner at AE Industrial Partners, said, “AE
Industrial Partners is proud to further support this transaction
through the backstop agreement, and believes BigBear.ai is well
positioned to leverage the significant opportunities to
operationalize its AI platform and create value for shareholders as
a public company.”
Dr. Avi Katz, Founding Managing Partner of GigCapital Global and
Executive Chairman of the Board of GigCapital4, said, “The
GigCapital team is delighted to combine with a world leading AI/ML
company, as BigBear.ai, and with AE Industrial Partners being lead
investors in the aerospace and defense space, as we will jointly
work together as part of the future public company board of
directors to enhance the future growth of the enterprise. We are
also humbled by the exceptional partnership we found with our
investors supporting this deal in unlocking significant value for
all stakeholders in the ecosystem.”
Transaction Details
In addition to the backstop agreement described above, and in
order to reflect current market conditions and establish a more
attractive entry point to market, the change in the rollover equity
agreed to by GigCapital4 and the Company results in an adjustment
of the post-combination pro forma enterprise value of BigBear.ai
from $1.565 billion to $1.378 billion.
As previously announced, the Company is expected to have
approximately $330 million in cash at transaction close, post all
debt repayments and payment of transaction expenses, which the
Company believes will provide the flexibility to support organic
and inorganic growth. The cash component of the purchase price to
be paid to the equity holders of BigBear.ai is expected to be
funded by GigCapital4's cash in trust (minus any redemptions by
public stockholders), and a $200 million convertible senior
unsecured note private placement with institutional investors
including funds managed by affiliates of Fortress Investment Group,
LLC, Marathon Asset Management, LP, and certain funds managed by
Highbridge Capital Management, LLC. The 5-year unsecured
convertible notes, which shall bear interest at a rate of 6% per
annum, are convertible into common shares of the combined company
at a conversion price of $11.50, and are being revised in
conjunction with the entry into the backstop agreement and the
change in rollover equity to provide certain covenants and other
protections to the note holders, including restrictions on
additional borrowing by the post-combination Company, subject to
certain exceptions, and a one-time conversion price reset, if
required for down‑side protection.
GigCapital4 Special Meeting of Stockholders
The special meeting of GigCapital4 stockholders to approve the
proposed business combination (the “Special Meeting”) will be held
at 1 p.m. Eastern Time/10 a.m. Pacific Time on December 3, 2021.
The proxy statement/prospectus is being mailed to the Company's
stockholders of record as of the close of business on October 5,
2021 (the "Record Date").
Upon closing of the transaction, BigBear.ai’s common shares and
warrants are expected to trade on the New York Stock Exchange under
the ticker symbols "BBAI" and “BBAI.WS,” respectively.
The transaction is expected to close on December 7, 2021,
subject to approval by GigCapital4 stockholders.
Advisors
William Blair is serving as exclusive financial advisor,
Kirkland and Ellis LLP is serving as legal counsel, and Grant
Thornton is serving as auditor to BigBear.ai. Oppenheimer & Co
Inc. is serving as Capital Markets Advisor and Placement Agent, and
BMO Capital Markets is serving as Exclusive Financial Advisor, DLA
Piper LLP (US) is serving as legal counsel, and BPM LLP is serving
as auditors to GigCapital4. Mayer Brown LLP is serving as legal
counsel to Oppenheimer & Co Inc., BMO Capital Markets and
William Blair.
About BigBear.ai
A leader in decision dominance for more than 20 years,
BigBear.ai operationalizes artificial intelligence and machine
learning at scale through its end-to-end data analytics platform.
The Company uses its proprietary AI/ML technology to support its
customers’ decision-making processes and deliver practical
solutions that work in complex, realistic and imperfect data
environments. BigBear.ai’s composable AI-powered platform solutions
work together as often as they stand alone: Observe (data ingestion
and conflation), Orient (composable machine learning at scale), and
Dominate (visual anticipatory intelligence and optimization).
BigBear.ai’s customers, which include the U.S. Intelligence
Community, Department of Defense, the U.S. Federal Government, as
well as customers in the commercial sector, rely on BigBear.ai’s
high value software products and technology to analyze information,
identify and manage risk, and support mission critical decision
making. Headquartered in Columbia, Maryland, BigBear.ai has
additional locations in Virginia, Massachusetts, Michigan, and
California. For more information, please visit: http://bigbear.ai/
and follow BigBear.ai on Twitter: @BigBearai.
About GigCapital4
GigCapital4, Inc. is a Private-to-Public Equity (PPE)™ company,
also known as a blank check company or special purpose acquisition
company (SPAC), focusing on the technology, media and
telecommunications (TMT) and sustainable industries. It was
sponsored by GigAcquisitions4, LLC, which was founded by
GigFounders, LLC, each a member entity of GigCapital Global, and
formed for the purpose of entering into a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or similar business combination with one or more businesses.
“Private-to-Public Equity (PPE)” is a trademark of GigFounders,
LLC, an affiliate GigCapital4, and is used pursuant to
agreement.
About AE Industrial Partners
AE Industrial Partners is a private equity firm specializing in
Aerospace, Defense & Government Services, Space, Power &
Utility Services, and Specialty Industrial markets. AE Industrial
Partners invests in market-leading companies that can benefit from
our deep industry knowledge, operating experience, and
relationships throughout our target markets. AE Industrial Partners
is a signatory to the United Nations Principles for Responsible
Investment and the ILPA Diversity in Action initiative. Learn more
at www.aeroequity.com.
Participants in Solicitation
BigBear.ai, GigCapital4 and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitations of proxies from GigCapital4’s
stockholders in respect of the proposed business combination and
related transactions. Information regarding GigCapital4’s directors
and executive officers is available in its final prospectus
prepared and filed with the SEC on February 10, 2021 under Rule
424(b)(4) promulgated by the SEC pursuant to the Securities Act of
1933, as amended (the “Securities Act”) and related to its
previously filed Registration Statement on Form S-1. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is
contained in the definitive proxy statement related to the proposed
business combination and related transactions, and which can be
obtained free of charge from the sources indicated above.
Additional Information and Where to Find It
In connection with the proposed business combination,
GigCapital4 has filed with the Securities and Exchange Commission
(the “SEC”) a definitive proxy statement under the rules of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and has subsequently mailed a definitive proxy statement relating
to the proposed business combination to its stockholders. This
press release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Additional
information about the proposed business combination and related
transactions is described in GigCapital4’s proxy statement relating
to the proposed business combination and the respective businesses
of GigCapital4 and BigBear.ai. The proposed business combination
and related transactions will be submitted to stockholders of
GigCapital4 for their consideration. GigCapital4’s stockholders and
other interested persons are advised to read the definitive proxy
statement and other documents filed in connection with
GigCapital4’s solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the
proposed business combination and related transactions, because
these materials will contain important information about
BigBear.ai, GigCapital4 and the proposed business combination and
related transactions. The definitive proxy statement and other
relevant materials for the proposed business combination has been
mailed to stockholders of GigCapital4 as of October 5, 2021, which
has been established as the record date for voting on the proposed
business combinations and related transactions.
Stockholders may also obtain a copy of the definitive proxy
statement, as well as other documents filed with the SEC by
GigCapital4, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to Brad Weightman, Vice
President and Chief Financial Officer, GigCapital4, Inc., 1731
Embarcadero Rd., Suite 200, Palo Alto, CA 94303, or by telephone at
(650) 276-7040.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act. Forward-looking statements may be identified
by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of
other financial and performance metrics, projections of market
opportunity and market share, and the timing of the consummation of
the business combination. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of management of GigCapital4 and are
not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of GigCapital4. These forward-looking statements are
subject to a number of risks and uncertainties, including changes
in domestic and foreign business, market, financial, political, and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of
stockholders is not obtained; failure to realize the anticipated
benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect
to BigBear.ai; risks related to the rollout of BigBear.ai's
business and the timing of expected business milestones; the
effects of competition on BigBear.ai's future business; the amount
of redemption requests made by GigCapital4's public stockholders;
the ability of GigCapital4 or the combined company to issue equity
or equity-linked securities in connection with the proposed
business combination or in the future. If any of these risks
materialize or GigCapital4’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. Additional factors that could cause
actual results to differ are discussed under the heading “Risk
Factors” and in other sections of GigCapital4’s filings with the
SEC, and in GigCapital4’s current and periodic reports filed or
furnished from time to time with the SEC. There may be additional
risks that neither GigCapital4 nor BigBear.ai presently know or
that they currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect GigCapital4 and BigBear.ai’s expectations, plans or
forecasts of future events and views as of the date of this press
release, based on information available to GigCapital4 and
BigBear.ai as of the date hereof. GigCapital4 and BigBear.ai assume
no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. While GigCapital4
and BigBear.ai may elect to update these forward-looking statements
at some point in the future, GigCapital4 and BigBear.ai
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing GigCapital4's and BigBear.ai's assessments as of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211130005604/en/
For BigBear.ai: Reevemark Paul Caminiti/Delia Cannan/Pam
Greene 212-433-4600 bigbear.ai@reevemark.com
For GigCapital4: ICR Brian Ruby
Brian.ruby@icrinc.com
For AE Industrial Partners: Lambert & Co. Jennifer
Hurson 845-507-0571 jhurson@lambert.com
Caroline Luz 203-656-2829 cluz@lambert.com
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