BigBear.ai Holdings, Inc. (NYSE:BBAI) entered into a definitive merger agreement to acquire PRE, LLC for $70 million on November 4, 2023. The purchase consideration is in all-stock transaction. The purchase price is $70 million, subject to customary adjustments for indebtedness, cash, working capital, and transaction expenses, and out of which $3.5 million of shares of common Stock will be held back at the time of the closing of the mergers to cover any post-Closing adjustments to the purchase price.

The transaction is subject to customary closing conditions, approval by shareholders of BigBear.ai Holdings, Inc., regulatory approval and any Other Antitrust Regulations. A special committee of the board of directors of the BigBear.ai Holdings, Inc. and board of directors of PRE, LLC has approved the merger agreement. On February 27, 2024, BigBear held a special meeting of stockholders to consider and vote upon the merger and the Stock Issuance proposal was approved by the requisite vote of the Company's stockholders.

The acquisition is expected to close in the first quarter of 2024. Peter Harwich; Leah Sauter of Latham & Watkins LLP acted as a legal advisor to BigBear.ai Holdings, Inc. (NYSE:BBAI). Bryan McElwee, Michael Greene, Kirk Konert, Dan Hoppe, Alexander M. Schwartz and Andrew Struckmeyer of Kirkland & Ellis LLP acted as a legal advisor to PRE, LLC.

Jefferies LLC acted as financial advisor to PRE, LLC. Hardeep Singh, Kevin Brooks and Michael Schmit of Lincoln International LLC acted as financial advisor to PRE, LLC. Ernst & Young acted as fairness opinion provider to BigBear.ai Holdings, Inc.