LONDON, Oct. 27, 2021 /PRNewswire/ -- Vertical
Aerospace ("Vertical"), a global aerospace and technology company
that is pioneering zero-emissions aviation, announces over
$200 million in additional financing
to support its path to scale production and certification of the
VA-X4 electric vertical take-off and landing (eVTOL) aircraft.
Vertical is targeting the highest global certification for its
VA-X4, which is expected to achieve the equivalent safety standard
of a passenger jet by 2024 (based on the expected standards
promulgated by the CAA and EASA).
Mudrick Capital Management, LP ("Mudrick Capital"), a global
investment firm focused on special situation investing, will invest
$200 million in Vertical through
convertible senior secured notes. In addition, Kouros SA, a firm
specializing in investments to decarbonize transport and energy
production, will invest $5 million in
Vertical's PIPE alongside American Airlines, Avolon, Honeywell,
Microsoft's M12 and Rolls-Royce.
Stephen Fitzpatrick, CEO and
Founder of Vertical, said: "We are delighted to welcome
Mudrick Capital and Kouros as new partners to Vertical Aerospace.
Their investments are more expert validation of our technology and
approach to the exciting future of zero emissions flight. We look
forward to working together in the years to come to bring Urban Air
Mobility to cities all over the world."
Jason Mudrick. Founder and CIO of
Mudrick Capital, said: "We are very excited to be partnering
with Vertical Aerospace as it executes on its well-defined plan to
certify and produce eVTOL aircraft. The company is led by an
exceptional team, developing an innovative aircraft, that has
created an unrivalled partner ecosystem, with what we believe is
the largest announced conditional pre-order book in the industry.
With this investment, the company now has the proper capitalization
to bring electric flight into commercial operation by the middle of
this decade and move towards high-scale production. Vertical is on
the right side of the movement towards Net Zero – cutting carbon by
reducing reliance on short-haul flights and other modes of
transport. This is essential and it is a key consideration in our
investment."
Florent Bergeret, Head of Strategy and Investments of
Kouros France, said:
"Kouros SA is thrilled to invest in Vertical Aerospace, a
pioneer company leading the way to electric aviation."
$200 Million Convertible
Funding
Vertical has raised $200
million through convertible senior secured notes funded by
Mudrick Capital (the "Notes"). The Notes are subject to completion
of customary closing conditions including the completion of the
proposed business combination with Broadstone Acquisition Corp
(NYSE: BSN) ("Broadstone"), which will provide financing through
Broadstone's trust account and a $94
million fully committed PIPE. The investor group in the PIPE
has recently expanded to include Kouros SA, a firm specialising in
investments to decarbonize transport and energy production. Other
PIPE investors also include American Airlines, Avolon, Honeywell,
Microsoft's M12, Rolls-Royce, 40 North and Rocket.
Capital Required to Certification
The net funding
requirement to certify the VA-X4, develop a manufacturing facility,
build out Vertical's commercial platform and scale production is
expected to be circa $250 million.
After the completion of the business combination with Broadstone
and the issuance of the convertible senior secured notes, Vertical
expects to have liquidity in excess of this requirement.
Large conditional eVTOL Pre-Orderbook
Vertical's
top-tier global customers include American Airlines, Virgin
Atlantic, Avolon, Bristow Group, Iberojet and Marubeni Corporation.
Through Avolon's placements, airlines GOL and JAL have also
committed to pre-ordering VA-X4 aircraft. As a result of these
relationships, Vertical has conditional pre-orders for up to 1,350
aircraft worth $5.4 billion; which is
what we believe is the largest announced orderbook in the industry,
by a significant margin. Vertical's eVTOL aims to be an industry
leader in safety, being on track to be certified to the highest
global standards and matching the safety performance of airline
passenger jets (based on the expected standards promulgated by the
CAA and EASA).
About Mudrick
Mudrick Capital is an SEC-registered
investment advisor focused on special situation investing.
Mudrick Capital, which has offices in New
York City and London,
manages capital for a diverse group of sophisticated institutions
and individuals, including endowments, foundations, insurance
companies, private banks, funds-of-funds, pensions, family offices
and high-net-worth individuals. As of
September 2021, Mudrick Capital
managed approximately $3.5
billion.
Mudrick Capital brings extensive experience having made
investments in over 200 companies since its founding in 2009. Its
principals have, served on over a dozen Boards of Directors,
including currently sitting on the Board of Anuvu, a leading
provider of connectivity and entertainment to the airline industry.
In addition, Mudrick seeded and serves on the Board of
Aura Network Systems, a company founded to deliver an FAA-compliant
nationwide network utilizing licensed aviation spectrum to
accelerate advanced levels of autonomy in the National Airspace
System.
About Kouros SA
An industrial investment company
committed to the fight against climate change, Kouros SA is
investing mainly in the decarbonization of transport and energy
production. Kouros SA supports and develops companies carrying
innovative projects.
More info: www.kouros-investment.com
Advisors
Barclays and Citi acted as joint placement
agents. Barclays is serving as financial advisor and capital
markets advisor to Vertical. Citi is serving as capital markets
advisor to Broadstone.
For more information
Vertical Aerospace –
Investors
investors@vertical-aerospace.com
Media
Vertical Aerospace – UK/Europe - Nepean
Gavin Davis
- gdavis@nepean.co.uk
Samuel Emden
- semden@nepean.co.uk / +447816 459 904
Vertical Aerospace – USA -
FTI
Hamm Hooper & Parveen Singh –
verticalaerospace@fticonsulting.com / +1 773 786 7286
Mudrick Capital – Kekst CNC
Todd Fogarty – todd.fogarty@ kekstcnc.com / + 1
212 521 4854
Kouros SA
contact@kouros-investment.com
Broadstone - Edelman
Iain Dey - Broadstone@Edelman.com / +44 7976
295906
About Vertical Aerospace
Vertical Aerospace is
pioneering electric aviation. The company was founded in 2016 by
Stephen Fitzpatrick, an established
entrepreneur best known as the founder of the Ovo Group, a leading
energy group and Europe's largest
independent energy retailer. Over the past five years, Vertical has
focused on building the most experienced and senior team in the
eVTOL industry, who have over 1,700 combined years of engineering
experience, and have certified and supported over 30 different
civil and military aircraft and propulsion systems.
Vertical's top-tier partner ecosystem is expected to de-risk
operational execution and its pathway to certification, allow for a
lean cost structure and enable production at scale. Vertical has
received conditional pre-orders for a total of up to 1,350 aircraft
from American Airlines, Avolon, Bristow and Iberojet, which
includes conditional pre-order options from Virgin Atlantic and
Marubeni, and in doing so, is creating multiple potential near term
and actionable routes to market. In June
2021, Vertical announced a SPAC merger with Broadstone
Acquisition Corp (NYSE: BSN). Find out more:
https://vertical-aerospace.com/wp-content/uploads/2021/07/pdf_Press_Release.pdf
About VA-X4 eVTOL Aircraft
The four passenger, one
pilot VA-X4 is projected to have speeds up to 200mph, a range over
100 miles, near silent when in flight, zero operating emissions and
low cost per passenger mile. The VA-X4 is expected to open up
advanced air mobility to a whole new range of passengers and
transform how we travel. Find out more:
www.vertical-aerospace.com
About Broadstone Acquisition Corp.
Broadstone
Acquisition Corp. (NYSE: BSN) was set up by serial entrepreneurs,
operators and investors, Hugh
Osmond, Edward Hawkes and
Marc Jonas. It was established to
combine with a UK/European business with a strong management team,
significant growth prospects, and the opportunity to become a
market leader in its sector. Broadstone's executive team has an
extensive track record in value creation. The combination of a
strong internal team, a network of external resources and the
experience of the management team enables Broadstone to support
rapid, substantial, and lasting growth.
Additional Information and Where to Find It
This
communication relates to a proposed business combination between
Vertical Aerospace Group Ltd. (together with its affiliates,
"Vertical") and Broadstone Acquisition Corp. ("Broadstone") (the
"proposed business combination"). This communication does not
constitute (i) solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
business combination or (ii) an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any security of
Vertical, Broadstone or any of their respective affiliates, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
This communication does not contain all the information that
should be considered concerning the proposed business combination
and is not intended to form the basis of any investment decision or
any other decision in respect of the proposed business combination.
Before making any voting or investment decision, investors and
security holders are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the U.S. Securities and Exchange
Commission ("SEC") in connection with the proposed business
combination as they become available because they will contain
important information about the proposed business combination.
In connection with the proposed business combination, Vertical
has filed a registration statement on Form F-4 with the SEC, which
will include a proxy statement of Broadstone in connection with
Broadstone's solicitation of proxies for the vote by Broadstone's
shareholders with respect to the proposed business combination and
a prospectus of Vertical. Broadstone also will file other documents
regarding the proposed business combination with the SEC.
Broadstone's shareholders and other interested persons are advised
to read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy
statement/prospectus and documents incorporated by reference
therein filed in connection with the proposed business combination,
as these materials will contain important information about
Vertical, Broadstone, and the proposed business combination. When
available, the definitive proxy statement/prospectus and other
relevant materials for the proposed business combination will be
mailed to shareholders of Broadstone as of a record date to be
established for voting on the proposed business combination.
Shareholders and investors will be able to obtain free copies of
the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by Vertical and Broadstone through the website maintained by the
SEC at www.sec.gov, or by directing a request to:
info@broadstoneacquisitioncorp.com. In addition, the documents
filed by Vertical may be obtained free of charge from Vertical's
website at https://vertical-aerospace.com/ or by written request to
Vertical at Vertical Aerospace Group Ltd., Unit 1, Camwal Court,
Chapel Street, Bristol, BS2 0UW,
and the documents filed by Broadstone may be obtained free of
charge by directing a request to:
info@broadstoneacquisitioncorp.com.
Participants in Solicitation
Vertical and Broadstone
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Broadstone's
shareholders in connection with the proposed business combination.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
business combination may be obtained by reading the proxy
statement/prospectus regarding the proposed business combination.
You may obtain free copies of these documents as described in the
preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
Broadstone's and Vertical's actual results may differ from their
expectations, estimates and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential,"
"continue" and similar expressions (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Broadstone's and Vertical's
expectations with respect to future performance and anticipated
financial impacts of the proposed business combination, the
satisfaction of the closing conditions to the proposed business
combination, and the timing of the completion of the proposed
business combination. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Most of these factors are outside
Broadstone's and Vertical's control and are difficult to predict.
Factors that may cause such differences include, but are not
limited to: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
definitive business combination agreement (the "Agreement"); (2)
the outcome of any legal proceedings that may be instituted against
Broadstone and Vertical following the announcement of the Agreement
and the transactions contemplated therein; (3) the inability to
complete the proposed business combination, including due to
failure to obtain approval of the shareholders of Broadstone and
Vertical, certain regulatory approvals, or satisfy other conditions
to closing in the Agreement; (4) the occurrence of any event,
change, or other circumstance that could give rise to the
termination of the Agreement or could otherwise cause the
transaction to fail to close; (5) the ability to implement business
plans, forecasts and other expectations after the completion of the
business combination, and identify and realize additional
opportunities; (6) the potential inability of Vertical to produce
or launch aircraft in the volumes and on timelines projected, (7)
the potential inability of Vertical to obtain the necessary
certifications on the timelines projected; (8) the potential that
certain of Vertical's strategic partnerships may not materialize
into long-term partnership arrangements, (9) the impact of COVID-19
on Vertical's business and/or the ability of the parties to
complete the proposed business combination; (10) the inability to
list Vertical's ordinary shares on the NYSE following the proposed
business combination; (11) the risk that the proposed business
combination disrupts current plans and operations as a result of
the announcement and consummation of the proposed business
combination; (12) the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by,
among other things, competition, the ability of Vertical to grow
and manage growth profitably, and retain its key employees; (13)
costs related to the proposed business combination; (14) changes in
applicable laws or regulations; (15) the possibility that Vertical
or Broadstone may be adversely affected by other economic,
business, and/or competitive factors; and (16) other risks and
uncertainties indicated from time to time in the final prospectus
of Broadstone for its initial public offering and the proxy
statement/prospectus relating to the proposed business combination,
including those under "Risk Factors" therein, and in Broadstone's
other filings with the SEC. Broadstone cautions that the foregoing
list of factors is not exclusive. Broadstone cautions readers not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Broadstone does not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions,
or circumstances on which any such statement is based.
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SOURCE Vertical Aerospace