Greenbriar Equity Fund IV, L.P., Greenbriar Equity Fund IV-A, L.P. and Greenbriar Co-Investment Partners IV, L.P. managed by Greenbriar Equity Group LLC entered into a definitive agreement to acquire Arotech Corporation (NasdaqGM:ARTX) from Admiralty Partners, Inc., Jon B. Kutler and others for $80.8 million on September 22, 2019. As part of consideration, Greenbriar will acquire Arotech common stock for $3 per share in cash, and, each restricted stock unit award and company restricted stock shall be cancelled and converted automatically into the right to receive an amount of $3 in cash. As a result of transaction, Arotech Corporation will become a privately held company, and shares of Arotech Corporation’s common stock will no longer be listed on any public market. Concurrently with the execution of the merger agreement, Greenbriar Equity Fund IV, L.P., Greenbriar Equity Fund IV-A, L.P. and Greenbriar Co-Investment Partners IV, L.P provided an equity financing commitment letter for an equity contribution of an aggregate amount up to $84.5 million. Under the terms of the transaction, Arotech’s Board of Directors, with the assistance of its financial advisor, will conduct a 30-day “go-shop” process, and will have the right to terminate the merger agreement in order to accept a superior proposal. Arotech will pay a termination fees of $2.4 million to Greenbriar in case Arotech terminates the transaction, and Greenbriar will pay a termination fees of $3.2 million to Arotech in case Greenbriar terminates the transaction. Post the transaction, Arotech is expected to remain headquartered in Ann Arbor, Michigan, and shares of Arotech’s common stock. The transaction is subject to, among other customary closing conditions, approval by the shareholders of Arotech. There are no financing contingencies contemplated under the terms of the merger agreement. Jon B. Kutler, on behalf of himself, Admiralty Partners, Inc., and his family trusts has entered into a voting agreement pursuant to which he has undertaken to vote in favor of the transaction. The transaction has been unanimously approved by Arotech’s Board of Directors upon recommendation by a Special Committee of the Board. As of December 17, 2019, the transaction is approved by the shareholders of Arotech Corporation. The transaction is expected to close in the first quarter of 2020. B. Riley FBR, Inc. acted as financial advisor and Steven M. Skolnick and Alan Wovsaniker of Lowenstein Sandler LLP acted as legal advisors to Arotech. Shawn O’Hargan, P.C. and Maggie D. Flores of Kirkland & Ellis LLP acted as legal advisors to Greenbriar. Alliance Advisors, LLC acted as information agent to Arotech and will receive a fee of $8,500 for its services. B. Riley received an upfront retainer fee of $100,000 upon execution of its engagement agreement with Arotech. Additionally, B. Riley received a fee of $300,000 as a result of the delivery of its fairness opinion. Additionally, if the transaction is consummated during the term of B. Riley’s engagement or within six months following the termination thereof, or if Arotech receives a proposal or enters into an agreement with respect to a potential sale transaction within six months after the termination of B. Riley’s engagement and such sale transaction is subsequently consummated at the same $3 per share acquisition price, then B. Riley will receive an advisory fee of $350,000. A sale transaction consummated at a higher price than $3.00 per share will generate an incentive fee payable to B. Riley equal to 4.0% of the incremental amount paid above $3.00 per share. Greenbriar Equity Fund IV, L.P., Greenbriar Equity Fund IV-A, L.P. and Greenbriar Co-Investment Partners IV, L.P. managed by Greenbriar Equity Group LLC completed the acquisition of Arotech Corporation (NasdaqGM:ARTX) from Admiralty Partners, Inc., Jon B. Kutler and others on December 19, 2019. Arotech has applied for de-listing from Nasdaq Global Market. Jon B. Kutler, Lawrence F. Hagenbuch, Kenneth W. Cappell and Adm. James J. Quinn has also resigned as Directors from the Board of Arotech.