The acquisition transforms AEVEX into a multi-domain autonomous systems leader with meaningful maritime scale. The $150M revenue contribution from BlackSea (FY 2026E) and multi-year contract visibility support above-market growth expectations. Monitor HSR clearance timeline and September 2026 closing; the earnout structure ($50M) provides upside if BlackSea hits revenue/profit targets and AVEX stock trades above $28. The 12.7M share issuance (~19.99% of outstanding) creates dilution but is offset by the strategic value of the acquisition. Watch for potential secondary offerings from Sponsor (Madison Dearborn) after 2x MOIC, which could unlock Seller's lockup shares.
Price Chart
Executive Summary
AEVEX Corp. has signed a definitive agreement to acquire BlackSea Technologies (Maritime Applied Physics Corporation) for up to $650 million on a cash-free, debt-free basis, consisting of ~$250M in cash, ~$350M in stock (12.7M shares at $27.50/share), and up to $50M in performance-based earnout. The acquisition creates one of the largest multi-domain autonomous systems providers, combining AEVEX's air systems with BlackSea's maritime surface and subsea vessels. The deal is expected to close in September 2026, subject to HSR clearance and other customary conditions, with no financing contingency.
Key Financial Metrics
Key Facts
- AEVEX to acquire BlackSea Technologies for up to $650M total enterprise value
- Consideration: ~$250M cash + ~$350M in AEVEX stock (12.7M shares at $27.50) + up to $50M earnout
- BlackSea expected to generate $150M in FY 2026 revenue with margins in line with AEVEX
- Deal expected to close in September 2026, subject to HSR and other customary conditions
- No financing contingency; AEVEX to fund cash portion from cash on hand and existing credit facilities
- 12.7M shares issued at closing represent ~$350M at $27.50/share; earnout of $50M contingent on revenue/profit thresholds and stock price
- Seller locked up for 180 days (no transfers) then 70% limit through 365 days; legend removal at 6 months for Rule 144 sales, mandatory at 365 days
- Combined entity to be one of largest multi-domain autonomous systems providers across air, surface, and subsea
Financial Impact
Up to $650M total enterprise value acquisition ($600M base + $50M earnout), with ~$250M cash and ~$350M stock consideration at closing
Risk Factors
- Integration risk combining two defense contractors with different cultures and systems
- Dilution from 12.7M new shares (~19.99% of outstanding) may pressure near-term EPS
- Earnout conditions require specific revenue/profit thresholds on government contracts which may not materialize
- Regulatory risk from HSR review and potential national security concerns given defense contractor status
- BlackSea's $150M FY 2026 revenue guidance may not be achieved
- Lockup provisions limit seller selling pressure for 180 days, but Sponsor (MDP) can sell after 2x MOIC, potentially creating overhang
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-346904 |
| Document: d139310d8k.htm | 0001193125-26-346904 |
| Document: d139310dex991.htm | 0001193125-26-346904 |
| Document: 0001193125-26-346904-index-headers.html | 0001193125-26-346904 |
| Document: 0001193125-26-346904-index.html | 0001193125-26-346904 |
| Document: 0001193125-26-346904.txt | 0001193125-26-346904 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 12, 2026 10w ago | 8-K | $20.89 $21.54 | ▲ +3.11% | ▲ +3.31% | $10.68 (−48.88%) |
Jun 5, 2026 20w ago | 8-K | $23.01 $22.20 | ▼ −3.52% | ▼ −3.23% | $10.68 (−53.59%) |
Jun 4, 2026 20w ago | EFFECT | $24.61 $22.87 | ▼ −7.07% | ▼ −4.47% | $10.68 (−56.60%) |
Jun 1, 2026 21w ago | S-1 | $32.44 $27.66 | ▼ −14.73% | ▼ −14.01% | $10.68 (−67.08%) |
May 20, 2026 22w ago | 8-K | $26.72 $26.82 | ▲ +0.37% | ▼ −0.07% | $10.68 (−60.03%) |
Apr 24, 2026 26w ago | 8-K | $33.95 $29.90 | ▼ −11.93% | ▼ −11.44% | $10.68 (−68.54%) |
Apr 20, 2026 27w ago | 8-K | $35.99 $30.17 | ▼ −16.17% | ▼ −17.19% | $10.68 (−70.33%) |
Apr 17, 2026 27w ago | 3 | $33.41 $35.99 | ▲ +7.72% | ▲ +8.38% | $10.68 (−68.03%) |
Apr 17, 2026 27w ago | 3 | $33.41 $35.99 | ▲ +7.72% | ▲ +8.38% | $10.68 (−68.03%) |
Apr 17, 2026 27w ago | 3 | $33.41 $35.99 | ▲ +7.72% | ▲ +8.38% | $10.68 (−68.03%) |
US Market Status
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