AEVEX closes $600 million BlackSea deal, adding maritime scale and a $150 million revenue forecast

AEVEX completed its acquisition of BlackSea Technologies on September 8, adding a maritime business that management had forecast would generate $150 million in full-year 2026 revenue. The transaction, based on a $600 million enterprise value before adjustments, broadens the defense technology company’s manufacturing and customer reach as it seeks to combine autonomous systems operating in the air, on the surface and underwater.

BlackSea becomes AEVEX’s Maritime Systems division under former BlackSea chief executive Bob Pudney. The legal target was Maritime Applied Physics, LLC, formerly Maritime Applied Physics Corporation; Black Sea Technologies, LLC was the seller. The closing completes the agreement announced August 12 and shifts attention to integration, the acquired business’s financial contribution and the remaining consideration obligations.

Maritime manufacturing and Navy access

AEVEX said BlackSea had delivered more than 350 unmanned surface vessels and accumulated more than 25,000 operational hours. Its Baltimore manufacturing complex has capacity for approximately 40 vessels a month, according to the company. These measures establish the company-reported scale of the operation; capacity alone does not establish actual monthly production or future sales.

The August acquisition announcement described a 57,000-square-foot production facility with deepwater access and advanced robotics. It also said BlackSea’s Navy customer base would give AEVEX access to a portion of the maritime autonomy market it previously lacked.

AEVEX intends to integrate its CompassX autonomy software with certain BlackSea platforms, supporting coordination between aircraft and vessels, navigation in environments without reliable GPS and integration of different payloads. At closing, however, the company said BlackSea would retain its existing operating structure while integration proceeded in stages to maintain support for Navy, special operations, intelligence and allied programs. The broader capabilities remain an execution objective.

Revenue expectations put the purchase price in context

AEVEX’s August 12 announcement forecast $150 million of BlackSea revenue for fiscal 2026, with margins in line with AEVEX’s. That is a full-year forecast for the acquired business, not reported revenue or the amount AEVEX will recognize after September 8. The statement also did not specify a numerical BlackSea margin.

Dividing the $600 million enterprise-value basis by that $150 million revenue forecast produces a valuation of four times forecast sales, before customary adjustments and the earnout. This provides a measure of the price relative to expected business volume, but does not establish an earnings multiple or investment return.

The acquisition follows rapid growth in AEVEX’s existing operations. Second-quarter revenue rose 99.5% to $201.8 million, with the company attributing much of the increase to unmanned aircraft products and support services. Consolidated net income was $6.7 million, compared with an $11.8 million loss a year earlier. Adjusted EBITDA reached $28.1 million, against $3.6 million.

Adjusted EBITDA is a non-GAAP earnings measure that excludes interest, taxes, depreciation and amortization, along with items including stock compensation, acquisition and offering costs, and changes in certain liabilities. It therefore differs materially from net income.

AEVEX’s August outlook called for 2026 revenue of $700 million to $720 million and adjusted EBITDA of $105 million to $111.5 million, explicitly excluding BlackSea and other future acquisitions. Adding BlackSea’s entire annual forecast to that outlook would overstate the period of acquired operations included after closing.

The existing growth also depended heavily on one program: AEVEX attributed $72.2 million of the Tactical Systems revenue increase to EUCOM AOR Deep Strike, roughly 72% of the $100.7 million consolidated increase. Funded backlog fell from $503.1 million at December 31 to $259.8 million at June 30, a decline of about 48%. AEVEX attributed that reduction principally to Deep Strike revenue recognition and also to more shorter-cycle orders. It expected 95.1% of June backlog to convert to revenue within 12 months. These figures put revenue visibility and the value of broader maritime customer relationships alongside the recent growth.

Stock consideration and the cash adjustment

AEVEX issued 12,727,273 Class A shares to the seller at an agreed value of $350 million. That agreed value is part of the transaction terms and should not be read as a closing-day market valuation.

The August announcement described approximately $250 million in cash alongside the stock. The definitive agreement explains why the final seller payment cannot be determined by subtracting $350 million from $600 million alone: closing consideration adds the working-capital adjustment and acquired cash, then subtracts indebtedness and transaction expenses. The cash paid to the seller also deducts the adjustment escrow.

The agreement fixes that escrow at $5 million and caps the subsequent consideration adjustment at $5 million. AEVEX confirmed that the escrow was deposited at closing. The contract requires AEVEX to deliver its closing calculation within 60 calendar days, followed by a 45-day seller review period and dispute procedures if needed. A favorable seller adjustment can require an additional payment; AEVEX’s recovery for a negative adjustment is limited to the escrow, subject to the contractual cap.

AEVEX reported $215.2 million in cash and cash equivalents at June 30 and generated $8.6 million of operating cash flow in the first half. Those balances predate the acquisition. The agreement said existing liquidity or credit facilities would provide sufficient funds, but the closing report does not identify the precise funding mix or resulting cash balance.

The $50 million earnout has two operating routes

The seller can earn a separate $50 million through December 31, 2027. The share-price condition generally requires the arithmetic average of 30 daily volume-weighted average share prices to reach at least $28. A qualifying change of control with acquisition consideration of at least $28 per share also satisfies that condition. The acquired operation must additionally satisfy one of two sets of production targets.

The first requires at least $24.75 million in revenue and $8.91 million in contract-defined gross profit from GARC or CHASER vessels. The alternative requires at least $26.63 million in revenue and $9.57 million in contract-defined gross profit from GARC, CHASER or COMET vessels. These thresholds cover specified contracts and the earnout period, rather than BlackSea’s entire business. Sustainment and operating services are excluded, and the profit definitions contain specific cost adjustments.

The earnout was neither earned nor paid at closing. If earned, its share component is valued using the same arithmetic average of daily volume-weighted prices over the contractual 30-trading-day period ending in 2027. The closing report describes a cumulative issuance limit of 19.99%; the agreement specifies a maximum of 22,790,000 transaction shares, with closing shares and any adjustment shares reducing the remaining capacity.

The full agreement also permits cash to cover a shortfall when the share limit constrains payment. That cash is restricted by the requirement to preserve a 40% stock-consideration threshold for the intended tax treatment, and the contract can limit the amount ultimately delivered. Accordingly, the earnout is not unconditionally payable entirely in shares.

Transfer restrictions and financial disclosures come next

The seller’s closing shares generally face a 180-day transfer restriction. Through day 365, cumulative transfers generally cannot exceed 70% of the shares, subject to consent and contractual exceptions. Certain permitted distributions must be without payment and leave recipients bound by the remaining lockup. Participation in sponsor sales begins with the next sale after the sponsor achieves twice its invested capital under the agreement’s definition. Earnout shares are exempt from those lockups. These terms govern potential share availability without establishing that any sale will occur.

The September 8 filing says acquired-business financial statements and pro forma financial information will follow by amendment, no later than 71 calendar days after the report’s required filing date. Those disclosures should provide a firmer basis for assessing BlackSea’s historical profitability and the combined company’s financial position.

The next operating test is whether AEVEX can maintain BlackSea’s customer relationships and deliveries while integrating its software and platforms. The financial tests are the acquired revenue and profit contribution, the final cash and consideration adjustments, and performance against the earnout conditions through 2027.

Correction: An earlier version described any earned contingent consideration as payable only in additional AEVEX shares. The merger agreement also provides for a possible cash payment when the share limit applies, subject to tax-related restrictions. The escrow amount is fixed at $5 million; the post-closing adjustment is capped at $5 million.