Intuitive Machines(US:LUNR)2025-11-04 11:08Acquisition Details - The acquisition involves Intuitive Machines, Inc. purchasing 100% of the membership interests of Lanteris Space Holdings LLC from Vantor Holdings Inc. for a consideration to be determined[10]. - The transaction is expected to enhance Intuitive Machines' capabilities in mission systems engineering and spacecraft manufacturing, targeting both commercial and government customers[24]. - The closing of the transaction is subject to various conditions precedent, including regulatory approvals and compliance with legal requirements[10]. - The parties have agreed to enter into a transitional services agreement to ensure a smooth integration post-acquisition[10]. - The total consideration for the acquisition will be adjusted based on post-closing financial performance metrics[3]. - The Cash Consideration Amount is set at $450,000,000, plus any cash for fractional shares as per Section 3.3[27]. - The total consideration for the acquisition includes a cash consideration amount plus $350 million[140]. - The cash portion adjustment amount is capped at $50 million if the calculated amount exceeds this threshold[141]. - The closing date is expected to occur no later than five business days after all conditions are satisfied, but not before February 1, 2026[138]. Financial Considerations - Closing Cash on Hand shall not exceed $7,500,000 in total[30]. - Closing Working Capital will be calculated as consolidated current assets minus consolidated current liabilities, excluding certain specified accounts[33]. - The Company will not include intercompany receivables or payables in the Closing Working Capital calculation[34]. - The Closing Working Capital Adjustment will be $0.00 if it falls within specified collars[35]. - The Equity Transaction Bonus Value is defined as 43.75% of the dollar value of Company Transaction Bonuses for Continuing Employees[49]. - The transaction expenses include an audit expense of $1 million for preparing the audited financial statements[126]. - The transaction tax deductions will include the deductible portion of all transaction expenses[127]. - Within 90 days post-Closing, Purchaser must deliver a Closing Statement detailing Closing Working Capital Adjustment, Closing Cash on Hand, Closing Indebtedness, and Closing Transaction Expenses[148]. - The Closing Statement will be final unless Seller disputes it within 45 days, detailing the disagreement and dollar amounts involved[149]. - If the Closing Working Capital Adjustment exceeds the Estimated amount, the Cash Consideration Amount will increase accordingly[152]. - Any adjustments resulting in a reduction of the Cash Consideration Amount must be paid by Seller to Purchaser within 5 business days after final determination[153]. - Fractional shares of Class A Common Stock will not be issued; instead, cash equivalent will be provided for any fractional shares[154]. - Adjustments to Stock Consideration will be made for any changes in outstanding shares due to stock splits or similar transactions[156]. Legal and Compliance - The agreement includes provisions for handling tax matters and potential indemnification for liabilities arising from the transaction[12]. - The agreement outlines specific representations and warranties from both the seller and purchaser to protect against potential liabilities[4]. - The Company is subject to various Environmental Laws concerning pollution and worker health[48]. - Each Group Company holds all necessary permits and licenses for lawful business conduct and has been in compliance with all applicable laws for the past five years[171]. - All material Taxes owed by the Group Companies have been timely paid, and all required Tax Returns are true and complete[172]. - The Group Companies are not bound by any Material Contracts requiring aggregate payments exceeding $1,000,000 in any fiscal year[192]. - No Government Contract has been terminated for default in the past thirty-six months[197]. - The Group Companies have complied with all requirements in their Government Contracts to protect their rights to intellectual property over the past twelve months[198]. - No Group Company has been debarred or suspended from participation in contracts with any Governmental Authority in the past two years[199]. - The Group Companies have maintained compliance with U.S. national industrial security requirements over the past three years[200]. Operational and Market Impact - The transaction is anticipated to strengthen Intuitive Machines' market position in the space exploration sector[24]. - The acquisition is part of a broader strategy for market expansion and technological advancement in the aerospace industry[24]. Company Financials - The Company’s Financial Statements include unaudited consolidated balance sheets as of December 31, 2024, and December 31, 2023[57]. - Financial Statements have been prepared in accordance with GAAP and fairly present the financial condition and results of operations of the Company and its Subsidiaries[167]. - Since December 31, 2024, there has been no Material Adverse Effect on the Group Companies[170]. - The Group Companies have good and marketable title to all material tangible personal property reflected on the Financial Statements[184]. - The Group Companies exclusively own all rights to the Company Intellectual Property, which is valid and enforceable[185]. - The Group Companies have taken commercially reasonable measures to maintain the confidentiality of material trade secrets included in the Company Intellectual Property[187]. - All material IT Systems used in the Business are sufficient, operate as intended, and are free from significant defects[188]. - There are no material claims or assessments of Taxes asserted against any Group Company that remain unpaid or unresolved[175]. - Each Group Company has materially complied with all Privacy Laws and has used commercially reasonable safeguards to protect Personal Information over the past three years[191]. - No Group Company has experienced material security breaches involving Personal Information in the past three years[191]. Definitions and Terms - "Income Tax Liability Amount" encompasses unpaid income taxes for pre-closing tax periods ending after December 31, 2024[69]. - "Indebtedness" includes obligations related to borrowed money, leases, and deferred purchase price obligations, among others[71]. - "Indemnified Taxes" refers to income tax liabilities related to the Seller Group for taxable periods prior to the closing date[73]. - "Material Adverse Effect" excludes changes in general business conditions, acts of God, and failures to meet financial projections[83]. - The "Lower Working Capital Collar" is defined as $(100,000,000), indicating a negative threshold[83]. - "Intercompany Arrangements" involve contracts and indebtedness between Group Companies and the Seller Parent or its subsidiaries[77]. - "Insurance Policies" are defined in Section 4.18, indicating the company's coverage and risk management strategies[75]. - "Intellectual Property" includes patents, trademarks, copyrights, and trade secrets, essential for the company's competitive advantage[76]. - "Leased Real Property" refers to real estate leased by Group Companies, impacting operational capabilities[81]. - The Parent Stock Price is $12.34[89]. - The Spanish Offset Amount is $3,300,000[117]. - The upper working capital collar is set at $(70 million)[130]. - The working capital target is $(90 million)[131].