AeroVironment Inc美股招股说明书(2025-02-12版)

PROXY STATEMENT/PROSPECTUSMERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT On behalf of the board of directors of AeroVironment, Inc. (“AeroVironment”), we arepleased to enclose the accompanying Proxy Statement/Prospectus relating to the businesscombination of AeroVironment and BlueHalo Financing TopCo, LLC, a Delaware limitedliability company (“BlueHalo”). We are requesting that you take certain actions as anAeroVironment stockholder. On November 18, 2024, AeroVironment entered into an Agreement and Plan of Merger(as amended from time to time, the “merger agreement”) with BlueHalo, BlueHalo HoldingsParent, LLC, a Delaware limited liability company and sole member of BlueHalo (“Seller”),and Archangel Merger Sub, LLC, a Delaware limited liability company and a direct whollyowned subsidiary of AeroVironment (“Merger Sub”) that provides for the combination ofAeroVironment and BlueHalo. Pursuant to the merger agreement, Merger Sub will merge withand into BlueHalo, with BlueHalo continuing as a wholly owned subsidiary of AeroVironmentand the surviving company of the merger (the “merger”). If the merger is completed, subject to certain exceptions, all of the equity interests ofBlueHalo issued and outstanding immediately prior to the effective time (other than equityinterests of BlueHalo held by BlueHalo, Merger Sub or AeroVironment or any of theirsubsidiaries immediately prior to the effective time, which shall be canceled and extinguishedwithout any conversion thereof (“canceled units”)) shall be automatically converted into theright to receive a number of shares of common stock, par value $0.0001 per share, ofAeroVironment (“AeroVironment common stock”) equal to 18,548,698 shares (the “aggregatemerger consideration”), which will represent approximately 39.5% of the fully diluted sharesoutstanding of the pro forma combined company immediately prior to the execution anddelivery of the merger agreement. The aggregate merger consideration is subject to downwardadjustments, which shall be determined prior to the consummation of the merger (the“closing”), for (i) 1,098,133 shares with respect to certain BlueHalo indebtedness and(ii) certain items of leakage incurred by BlueHalo and its subsidiaries since June 30, 2024 asset forth in the merger agreement. Seller, the sole member of BlueHalo and holder of 100% ofthe BlueHalo Preferred Units, BlueHalo Common B Units and BlueHalo Common E Units(collectively, “BlueHalo units”), will be entitled to receive a number of shares ofAeroVironment common stock equal to the aggregate closing consideration. AeroVironment will issue the aggregate closing consideration to Seller as sole member ofBlueHalo, and immediately thereafter, Seller will liquidate and distribute the aggregateclosing consideration to Seller equityholders. Following the closing of the merger andfollowing such liquidation and distribution, it is anticipated that persons who wereAeroVironment stockholders and Seller equityholders immediately prior to the merger willown approximately 61.8% and 38.2% of the combined company, respectively, based on the number of shares of AeroVironment common stock outstanding as of February 7, 2025, thelatest practicable date prior to the date of this Proxy Statement/Prospectus. AeroVironment will hold a special meeting of its stockholders in connection with themerger (as may be adjourned or postponed from time to time, the “special meeting”). At thespecial meeting, AeroVironment stockholders will be asked to consider and vote on proposalsto (1) approve the issuance of AeroVironment common stock pursuant to the mergeragreement (the “share issuance proposal”) and (2) approve the adjournment of the specialmeeting to solicit additional proxies if there are not sufficient votes cast at the special meetingto approve the share issuance proposal.The AeroVironment board of directors unanimouslyrecommends that AeroVironment stockholders vote “FOR” each of the proposals to beconsidered at the special meeting.Completion of the merger is conditioned on approval of theshare issuance proposal. AeroVironment common stock is traded on the Nasdaq Global Select Market under thesymbol “AVAV.” The market price of AeroVironment common stock will fluctuate before themerger, and you should obtain a current stock price quotation for the AeroVironment commonstock. BlueHalo units are not currently traded on a national securities exchange. Your vote is very important. We cannot complete the merger unless the AeroVironmentstockholders vote to approve the share issuance proposal.Whether or not you plan to virtuallyattend the special meeting, please vote by proxy over the internet or telephone using theinstructions included with the accompanying proxy card, or promptly complete your proxy cardand return it in the enclosed postage-paid envelope, in order to authorize the individuals namedon your proxy card to vote your shares at the special meeting. This document is a prospectus relating to the AeroVironmen