- Spire entered into agreement to sell its maritime business for
~$241 million; purchase price ~5.8x trailing twelve months
revenue
- Company intends to eliminate debt through sale proceeds
- Company intends to invest in growth and innovation of its data
analytics and radio frequency geolocation solution offerings to
address climate change and global security challenges for its
customers
Spire Global, Inc. (NYSE: SPIR) (“Spire” or “the Company”), a
global provider of space-based data, analytics and space services,
today announced an agreement to a sell its maritime business to
Kpler for approximately $241 million. The Company intends to use
the proceeds of the sale to retire all outstanding debt and invest
in near-term growth opportunities. The Company will hold a webcast
at 10:00 am ET today to discuss the announcement.
The $241 million transaction consists of a $233.5 million
purchase price and $7.5 million for services over a twelve-month
period, post close. The purchase price values the portfolio at
approximately 5.8x the revenue generated by the business over the
last twelve months. Spire will retain its satellite network,
technology and infrastructure and will continue to serve its
aviation, weather and space services customers, along with the
existing U.S. government portion of its maritime customer
portfolio.
“This move further focuses Spire on our core mission: helping
humanity tackle climate change and global security challenges — two
of the macrotrends driving the space economy,” said Peter Platzer,
Spire CEO. “We are now even better equipped with the resources,
technology and experience to serve governments and commercial
clients to fulfill their missions, whether through our advanced
data solutions or empowering them with our sophisticated space
services offering.”
“In addition to these benefits for Spire, we expect this sale
will benefit our maritime customers and team members by allowing
our maritime business to grow even faster within a global
organization leading the digitalization of the maritime industry,”
Platzer added.
“By acquiring Spire Maritime, we will materially improve our
satellite AIS offering which together with our comprehensive
terrestrial AIS network, significantly enhances real-time
visibility and analytics for the maritime and commodity markets,”
said Mark Cunningham, CEO of Kpler. “This will provide our clients
with a clearer view of developments across maritime and commodity
markets, to support better decision-making in a globally
interconnected economy.”
“By capitalizing the business in a non-dilutive manner and
eliminating interest payments and other operational restrictions,
we are transforming our cost structure and operating model,” said
Leo Basola, Spire CFO. “This approach mitigates risk by removing
the most significant external financial pressures, while also
providing us with capital to invest in core projects that generate
long-term value.”
The transaction is expected to close by the first quarter of
2025, subject to satisfying customary closing conditions.
Spire’s financial advisor for the transaction was Evercore, with
legal counsel provided by Faegre Drinker. Kpler’s legal counsel was
provided by Cooley.
Conference Call
Spire will webcast a conference call to discuss the announcement
at 10:00 a.m. ET today. The webcast will be available on Spire’s
Investor Relations website at ir.spire.com. A replay of the call
will be available on the site for three months.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws, which statements
involve substantial risks and uncertainties. Forward-looking
statements generally relate to future events or the Company’s
anticipated financial or operating performance. In some cases, you
can identify forward-looking statements because they contain words
such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,”
“could,” “would,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “seek” or
“continue” or the negative of these words or other similar terms or
expressions that concern the Company’s expectations, strategy,
plans or intentions. Statements about the transactions contemplated
by the Share Purchase Agreement (the “Purchase Agreement”) for the
sale of portions of the Company’s maritime customer portfolio and
certain related assets and liabilities (the “Transactions”),
including with respect to whether or when any of the conditions to
the Transactions will be satisfied, whether and when the
Transactions may occur, the potential consequences of the
Transactions, the potential future relationships contemplated by
the Purchase Agreement, and the Company’s intent to use the
proceeds from the Transactions to eliminate debt and invest in
growth and innovation of its data analytics and radio frequency
geolocation solution offerings, are forward-looking statements.
The Company cautions you that the foregoing list may not contain
all of the forward-looking statements made in this press release.
You should not rely upon forward-looking statements as predictions
of future events. Factors that may cause future results to differ
materially from the Company’s current expectations include, among
other things, (1) risks related to the consummation of the
Transactions, including the risks that (a) the proposed transaction
may not be consummated within the anticipated time period, or at
all, (b) required regulatory clearances and approvals may not be
obtained, (c) other conditions to the consummation of the
Transactions may not be satisfied, and (d) all or part of the
buyer’s financing may not become available; (2) the effects that
any termination of the Purchase Agreement may have on the Company
or its business, including the risks that the Company stock price
may decline significantly if the Transactions are not completed;
(3) the effects that the announcement or pendency of the
Transactions, or developments with respect thereto, may have on the
Company and its business, including the risks that as a result (a)
the Company’s business, operating results or stock price may
suffer, (b) the Company’s current plans and operations may be
disrupted, (c) the Company’s ability to retain or recruit key
employees may be adversely affected, (d) the Company’s business
relationships (including, customers, data providers, and other
suppliers) may be adversely affected, or (e) time and attention of
Company personnel may be diverted from other important matters; (4)
the effect of limitations that the Purchase Agreement places on the
Company’s ability to operate its business during the pendency of
the Transactions; (5) the nature, cost and outcome of any
litigation and other legal proceedings; (6) the risk that the
Transactions may involve unexpected costs, liabilities or delays;
(7) other economic, business, competitive, legal, regulatory,
and/or tax factors; (8) the Company’s future financial results and
any further delay in the filing of required periodic reports, and
(9) the other risk factors affecting the Company described under
“Risk Factors” in the Company’s Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. Moreover, the Company operates in a
very competitive and rapidly changing environment. New risks and
uncertainties emerge from time to time and it is not possible for
the Company to predict all risks and uncertainties that could have
an impact on the forward-looking statements contained in this press
release. The Company cannot assure you that the results, events,
and circumstances reflected in the forward-looking statements will
be achieved or occur, and actual results, events, or circumstances
could differ materially from those described in the forward-looking
statements.
Neither the Company nor any other person assumes responsibility
for the accuracy and completeness of any of these forward-looking
statements. Moreover, the forward-looking statements made in this
press release relate only to expectations as of the date on which
the statements are made. The Company undertakes no obligation to
update any forward-looking statements made in this press release to
reflect events or circumstances after the date of this press
release or to reflect new information or the occurrence of
unanticipated events, except as required by law. The Company may
not actually achieve the plans, intentions or expectations
disclosed in the forward-looking statements and you should not
place undue reliance on the forward-looking statements.
About Spire Global, Inc.
Spire (NYSE: SPIR) is a global provider of space-based data,
analytics and space services, offering unique datasets and powerful
insights about Earth so that organizations can make decisions with
confidence in a rapidly changing world. Spire builds, owns, and
operates a fully deployed satellite constellation that observes the
Earth in real time using radio frequency technology. The data
acquired by Spire’s satellites provides global weather
intelligence, ship and plane movements, and spoofing and jamming
detection to better predict how their patterns impact economies,
global security, business operations and the environment. Spire
also offers Space as a Service solutions that empower customers to
leverage its established infrastructure to put their business in
space. Spire has nine offices across the U.S., Canada, UK,
Luxembourg, Germany and Singapore. To learn more, visit
spire.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241112273569/en/
For Media: Kristina Spychalski Head of Communications
Kristina.Spychalski@spire.com
For Investors: Benjamin Hackman Head of Investor
Relations Benjamin.Hackman@spire.com
Spire Global (NYSE:SPIR)
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