AeroVironment, Inc. Announces Proposed Offerings of Common Stock and Convertible Senior Notes Due 2030
The Company intends to grant the underwriters of the offerings a 30-day option to purchase up to an additional $112,500,000 of Common Stock in the Common Stock Offering and a 30-day option to purchase up to an additional $90,000,000 aggregate principal amount of Convertible Notes solely to cover over-allotments, if any, in the Convertible Notes Offering. The Company expects to use the net proceeds from the Common Stock Offering and the Convertible Notes Offering to repay indebtedness under its term loan and outstanding borrowings under its revolving credit facility, and the remainder, if any, for general corporate purposes, including to increase manufacturing capacity. The closing of neither the Common Stock Offering nor the Convertible Notes Offering is conditioned upon the closing of the other offering. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.
J.P. Morgan and BofA Securities are acting as lead book-running managers and as representatives of the underwriters for the Common Stock Offering and the Convertible Notes Offering. Raymond James is acting as a joint book-running manager and as a representative of the underwriters for the Convertible Notes Offering. The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the 'SEC') as well as preliminary prospectus supplements with respect to each of the offerings to which this communication relates. Before you invest, you should read the applicable preliminary prospectus supplement and the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and these offerings. You may access these documents by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable preliminary prospectus supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: J.P. Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or e-mail: dg.prospectus_requests@bofa.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of Common Stock, the Convertible Notes, any shares of Common Stock issuable upon conversion of the Convertible Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
ABOUT AEROVIRONMENT, INC.
AeroVironment (NASDAQ: AVAV) is a defense technology leader delivering integrated capabilities across air, land, sea, space, and cyber. The Company develops and deploys autonomous systems, precision strike systems, counter-UAS technologies, space-based platforms, directed energy systems, and cyber and electronic warfare capabilities—built to meet the mission needs of today's warfighter and tomorrow's conflicts. With a national manufacturing footprint and a deep innovation pipeline, the Company delivers proven systems and future-defining capabilities with speed, scale, and operational relevance.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain of the statements contained or referred to herein, including those regarding the proposed offerings, should be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as 'anticipate,' 'approximate,' 'believe,' 'plan,' 'estimate,' 'expect,' 'project,' 'could,' 'should,' 'strategy,' 'will,' 'intend,' 'may' and other similar expressions or the negative of such words or expressions. Statements in this press release concerning the Common Stock Offering and the Convertible Notes Offering, our ability to complete such offerings on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management's best judgment based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which the Company operates to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world, as well as those set forth in AeroVironment, Inc.'s Annual Report on Form 10-K for the year ended April 30, 2025 (especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company's other filings with the SEC. Other unknown or unpredictable factors also could have a material adverse effect on the Company's business, financial condition, results of operations and prospects. Accordingly, readers should not place undue reliance on these forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.
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Business Wire
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Llama Group SA Announces a Capital Increase via a Private Placement of € 1.000.000
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The funds raised will be primarily used to support the commercial launch of its new platform Winamp for Creators, by financing the initial phases of its go-to-market strategy — a central pillar of Llama Group's growth strategy. In parallel, the Company will continue to invest in the development of its two flagship products, Winamp for Creators and the Winamp Player, with the goal of enhancing features, improving user experience, and strengthening its positioning in the digital music market. The proceeds will also enable the Company to cover current operating expenses and meet its short-term financial commitments, in a context where its existing cash position requires supplementary funding alongside existing financing arrangements. Given current market conditions and the Company's stage of development, the private placement route was deemed the most appropriate and efficient financing solution at this time. Terms of the Private Placement The capital increase is carried out under the authorised capital framework, via the issuance of 1.666.668 new ordinary shares (the 'New Shares') at a subscription price of 0,60 € per share, representing a discount of approximately 21% compared to the Company's closing share price on the day prior to the announcement. The Private Placement is exclusively reserved for qualified investors — as defined under Rule 144A of the U.S. Securities Act of 1933 for subscribers located in the United States, and Article 2(e) of Regulation (EU) 2017/1129 for those based in the European Economic Area — with the statutory preferential subscription rights of existing shareholders being waived in the corporate interest. The New Shares: will be ordinary shares carry the same rights as the existing shares; will be fully paid-up, without nominal value, and issued in dematerialised form; will be entitled to dividends for the financial year starting 1 January 2025 if any; An application has been be made for admission to trading of the New Shares on Euronext Growth Brussels and Euronext Growth Paris as from their settlement and delivery. The capital increase for an amount of € 1.000.000 will raise the Company's share capital from € 29.859.118,30 to € 30.859.119,10. As the issue price is below the accounting par value, the entire subscribed amount will be allocated to the 'capital' account, without any share premium, so that all shares – both existing and new – will have the same accounting par value after completion. Subject to the closing of the capital increase having occurred, the Board of Directors will convene an Extraordinary General Meeting within fifteen (15) days following such closing. This meeting will take place no later than forty (40) days following the closing. 1 During such meeting, the shareholders will be asked to approve the issuance of 1.666.668 subscription rights ('Warrants') in favour of the investors who subscribed to the capital increase, without preferential subscription rights for existing shareholders. Each Warrant will entitle its holder to subscribe to one new ordinary share at an exercise price of 0,80 €, in accordance with the terms agreed between the Company and the investors. If a holder wishes to exercise its Warrants, it may do so only once for all Warrants owned by such holder, within five (5) years following the date on which the Warrants will have been effectively issued. The Company has committed to a 45-day standstill on the issuance of New Shares and transfer of shares of the Company, and the reference shareholder Maxximum SA has committed to a 60-day standstill on the transfer of shares of the Company, subject to customary and market-based exceptions. This structure enables Llama Group to quickly secure the resources needed while relying on professional investors able to support its long-term value creation strategy. Legal Basis of the Transaction In accordance with Article 7 of the Company's Articles of Association, the Board of Directors is authorised to increase the Company's share capital, in one or more tranches, until 4 March 2026, up to a maximum amount of € 22.841.742,87 (excluding any share premium), through the issuance of new shares, subscription rights or convertible bonds, via contributions in cash and/or in kind, with the ability to waive existing shareholders' preferential subscription rights. 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Prospectus Exemption The Private Placement, which is exclusively reserved for qualified investors, is not subject to the obligation to publish a prospectus or information note approved by the FSMA, in accordance with Article 10, § 3, 1° of the Law of 11 July 2018 on public offers of investment instruments and admissions of investment instruments to trading on regulated markets. The admission of the New Shares to trading on Euronext Growth Brussels and Paris is governed by the Royal Decree of 23 September 2018 on the publication of an information note in the event of a public offer or admission to trading on an MTF. In this respect, a verification was carried out and confirmed that the number of New Shares to be issued represents 12,3% of the number of Llama Group shares already admitted to trading on Euronext Growth over the past twelve months — i.e. below the 20% regulatory threshold. As a result, the transaction satisfies the exemption conditions under Article 3 of the Royal Decree, and no information note will be published. Next Meeting July 07, 2025 – Settlement and delivery of the Private Placement About Llama Group Llama Group is a pioneer and leader in the digital music industry. With extensive expertise across various sectors, the group owns the iconic Winamp platform, the Bridger copyright management company, and the Jamendo music licensing company. Llama Group's ambition is to build the future of the music industry through sustained investment in a range of innovative solutions and in the talent and skills of people who love music. The group stands by its brand values: empowerment, access, simplicity, and fairness. Winamp's vision is a world where a cutting-edge music platform connects artists and their fans like never before. Bridger's mission is to support songwriters and composers by providing a simple and innovative solution for collecting royalties. Jamendo enables independent artists to generate additional income through commercial licenses. Finally, Hotmix offers a bouquet of more than sixty thematic and free digital radio stations. Disclaimer This press release is for information purposes only. This press release does not constitute, and shall not be deemed to constitute, an offer to the public, an offer to subscribe or a solicitation of interest to the public with a view to a public offering of financial securities. The information set out above does not constitute and should not be considered as constituting a public offer, a subscription or purchase offer, or a solicitation of public interest in connection with a public offering of financial securities requiring the publication of a prospectus approved by the Financial Markets Authority (Autorité des Services et Marchés Financiers). The publication of this information in certain countries may constitute a breach of applicable legal provisions. This information must not be published, transmitted, released, or distributed, directly or indirectly, in or into the United States of America (including its territories and possessions), Canada, Australia, South Africa or Japan, or any other jurisdiction in violation of the relevant laws of such jurisdiction. The information made available above does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company in the United States, Canada, Australia, South Africa, Japan, or in any other jurisdiction where such an offer or solicitation would be unlawful. The offering of the securities of the Company described in this press release is exclusively reserved to qualified investors, as provided in section « Terms of the Private Placement » of this press release. With respect to the member states of the European Economic Area, no action has been or will be taken to permit a public offering of the securities of the Company described in this press release that would require the publication of a prospectus in any such member state. Consequently, the securities of the Company described in this press release may not and will not be offered in any member state, except in accordance with the exemptions provided for in Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the 'Prospectus Regulation') or in other cases not requiring the publication of a prospectus by the Company under Article 3 of the Prospectus Regulation and/or applicable regulations in such member state. Without prejudice to any prohibitions in other jurisdictions, securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the 'U.S. Securities Act'), or an exemption from such registration. The securities of the Company described in this press release have not been and will not be registered under the U.S. Securities Act, and the Company does not intend to make any public offering of securities described in this press release in the United States.
The Hill
an hour ago
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Asian shares mostly higher after US stocks hit another record as Tesla and Nike rally
MANILA, Philippines (AP) — Asian shares mostly gained on Thursday after U.S. stocks hit another all-time high. U.S. futures edged up while oil prices fell. Tokyo's Nikkei 225 inched up 0.1% to 39,794.16. In South Korea, the Kospi added 1% to 3,106.46, while Australia's S&P/ASX 200 was down 0.1% to 8,589.30. The Hong Kong's Hang Seng index lost 1% to 23,976.41. The Shanghai Composite index edged up 0.1% to 3,57.36. Taiwan's TAIEX surged 1.4% while India's Sensex rose 0.3% Mizuho Bank, Ltd., in a commentary, said there is lopsided optimism about Vietnam's deal with the US, with Vietnamese imports subject to 20% tariffs in return for 0% tariffs on U.S. goods. 'A higher 40% tariff on goods deemed to be transshipped via Vietnam could accentuate risks to and from China,' it said, adding that 'other Asian economies will be particularly vulnerable to a two-sided geoeconomic squeeze given that their reliance on both China and U.S. are significant.' President Donald Trump said on Wednesday that he reached a deal with Vietnam, where U.S. products sold in the country will face zero tariffs and Vietnamese-made goods will face a U.S. tariff of 20%. That helped companies that import lots of things from Vietnam, including Nike, whose stock rose 4.1%. Factories in Vietnam made half of all Nike brand footwear in its fiscal year of 2024. The S&P 500 rose 0.5% and set a record for the third time in four days. The Dow Jones Industrial Average edged down by 10 points, or less than 0.1%, and the Nasdaq composite gained 0.9%. Tesla helped drive the market higher and rose 5% after saying it delivered nearly 374,000 of its Model 3 and Model Y automobiles last quarter. That was better than analysts expected, though the electric-vehicle maker's overall sales fell 13% from a year earlier. Worries have been high that CEO Elon Musk's involvement in politics is turning off potential Tesla buyers. Constellation Brands climbed 4.5% despite reporting a weaker profit for the latest quarter than analysts expected. It pointed to slowing growth for jobs in the construction industry and other '4000 calorie+' sectors, which tends to hurt demand for its beer. But the company selling Modelo beer and Robert Mondavi wine nevertheless stuck with its financial forecasts for the full upcoming year. They helped offset a 40.4% drop for Centene. The health care company withdrew its forecasts for profit this year after seeing data that suggests worse-than-expected sickness trends in many of the states where it does business. It was the worst day for the stock since its debut in 2001. All told, the S&P 500 rose 29.41 points to 6,227.42. The Dow Jones Industrial Average slipped 10.52 to 44,484.42, and the Nasdaq composite climbed 190.24 to 20,393.13. In the bond market, Treasury yields were mixed ahead of a highly anticipated report on Thursday, which will show how many jobs U.S. employers created and destroyed last month. The widespread expectation is that they hired more people than they fired but that the pace of hiring slowed from May. A stunningly weak report released Wednesday morning raised worries that Thursday's report may fall short. The data from ADP suggested that U.S. employers outside the government cut 33,000 jobs from their payrolls last month, when economists were expecting to see growth of 115,000 jobs. The ADP report does not have a perfect track record predicting what the U.S. government's more comprehensive jobs report will say each month. That preserves hope that Thursday's data could be more encouraging. But a fear has been that uncertainty around President Donald Trump's tariffs could cause employers to freeze their hiring. Many of Trump's stiff proposed taxes on imports are currently on pause, and they're scheduled to kick into effect in about a week. Unless Trump reaches deals with other countries to lower the tariffs, they could hurt the economy and worsen inflation. Other factors could also be dragging on the job market, such as the U.S. government's termination of protected status for 350,000 Venezuelans, potentially exposing them to deportation. That alone could create a drag on payrolls of 25,000 jobs, according to Goldman Sachs economist David Mericle, whose forecast for Thursday's report is weaker than many of his peers. In other dealings on Thursday, the benchmark U.S. crude lost 45 cents to $67, while Brent crude, the international standard, shed 47 cents to $68.64. The dollar was trading at 143.77 Japanese yen, up from 143.65 yen. The euro was unchanged at $1.1790.
