| Item 1.01 |
Entry into a Material Definitive Agreement. |
Reorganization Agreement
On October 5, 2025, Firefly Aerospace Inc., a Delaware corporation (“Firefly”), entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with Big Bend RV Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Firefly, Big Bend FW Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Firefly, SciTec, Inc., a New Jersey corporation (and, following the consummation of the restructuring transactions contemplated by the Reorganization Agreement, SciTec, LLC, a Delaware limited liability company, collectively, “SciTec”), the individuals executing a signature page thereto, including the trustee named therein as the representative of the SciTec, Inc. Employee Stock Ownership Plan (the “ESOP” and, collectively, the “Sellers”), SciTec Holdco, Inc., a Delaware corporation, and James Lisowski, as representative for the non-ESOP Sellers thereunder, pursuant to which Firefly will, via the transactions contemplated by the Reorganization Agreement (collectively, the “Transactions”), acquire SciTec.
The aggregate purchase price (the “Purchase Price”) payable by Firefly at the closing of the Transactions (the “Closing”) is $855.6 million, subject to customary working capital, cash and debt adjustments. The Purchase Price will be paid using a combination of $300 million in cash and 11,111,116 shares of Firefly common stock, par value $0.0001 per share (“Common Stock”), valued at $555.6 million based on a price of $50.00 per share of Common Stock. Firefly intends to finance the cash portion of the Purchase Price with cash on hand and borrowings available under Firefly’s credit facility.
The issuance of the Common Stock to the Sellers at the Closing will be made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Section 4(a)(2) thereof, relating to sales by an issuer not involving a public offering.
The Closing is subject to certain specified conditions, including, among other things: (i) receipt of the ESOP Fairness Opinion (as defined in the Reorganization Agreement), (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, (iii) the receipt of certain antitrust and government agency approvals and clearances and (iv) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting the consummation of the Transactions and the absence of any Material Adverse Effect (as defined in the Reorganization Agreement). Subject to certain limitations, each of Firefly, the Sellers and SciTec has agreed to use their respective commercially reasonable efforts to obtain all required regulatory approvals and clearances. The Closing is not conditioned upon Firefly’s ability to obtain financing.
Firefly, the Sellers and SciTec have each made customary representations, warranties and covenants in the Reorganization Agreement. Among other things, from the date of the Reorganization Agreement until the earlier of the Closing or the termination of the Reorganization Agreement, the Sellers and SciTec have agreed not to solicit, initiate or encourage or facilitate any inquiries or proposals relating to alternate transactions involving SciTec or to engage in or continue any discussions or negotiations with respect to alternate transactions involving SciTec. The Reorganization Agreement contains customary termination rights for Firefly and the Sellers, including in the event that the Closing has not occurred by 11:59 PM ET on February 2, 2026.
The foregoing description of the Reorganization Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Reorganization Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Reorganization Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Reorganization Agreement. They are not intended to provide any other factual information about Firefly or SciTec. The representations, warranties and covenants contained in the Reorganization Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Reorganization Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Investors should be aware that the representations, warranties and covenants or any description thereof
