Redwire amends definitive agreement to acquire Edge Autonomy

Redwire (RDW) amended the definitive agreement to acquire Edge Autonomy Intermediate Holdings, a provider of field-proven uncrewed airborne system technology. As previously announced, Redwire will acquire Edge Autonomy from Edge Autonomy Ultimate Holdings for $925M, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses not paid or assumed by Seller. Under the terms of the Amended Merger Agreement, the merger consideration will consist of $160M in cash and $765M in shares of Redwire common stock issued at a price per share of $15.07, subject to a holdback of shares equal to $5M, valued at a price per share of $15.07, to satisfy post-closing purchase price adjustments. The Amended Merger Agreement provides that the $160M of cash consideration will include an unsecured promissory note in the principal amount of $100M to be issued by a subsidiary of Redwire to Seller at the closing, on which interest will accrue at rates ranging from 15.00% to 18.00%, payable, at Redwire’s option, in cash or in kind. The Seller Note will have a 3% upfront fee to be paid-in-kind and added to the principal amount of the Seller Note and will be fully earned at the Maturity Date and a cash minimum return payment, depending on when repayment occurs, ranging from 1.20 to 1.50 times the principal amount being repaid. The Seller Note also will provide that Redwire must prepay amounts outstanding under the Seller Note with proceeds of certain equity or debt financings. The Seller Note will mature on the date that is the earliest of a change of control, or a sale of all or substantially all of the assets, of Redwire; the date that is ninety-one days following the maturity date of certain existing Redwire or Edge Autonomy credit facilities; and an acceleration following an event of default. Additionally, TCBI Securities, doing business as Texas Capital Securities, JPMorgan Chase Bank, Bank of America, and Truist Bank have committed to provide debt financing in an aggregate principal amount of not less than $90M, subject to the terms and conditions set forth in a commitment letter, dated May 23, under which a wholly-owned subsidiary of Redwire will be the lead borrower. Redwire also entered into an amendment on June 4, to that certain Credit Agreement, dated as of October 28, 2020, by and among certain of Redwire’s subsidiaries, Adams Street Credit Advisors and the lenders party thereto whereby, subject to the consummation of the transaction, the maturity date of the Redwire Credit Facility will be extended to April 28, 2027, commencing on January 1, 2026, the interest rate of the Redwire Credit Facility will be increased to match the interest rate under the debt facilities which Redwire will be entering into as of the consummation of the transaction and the Existing Redwire Agent will be granted a second lien on the equity interests of Edge Autonomy. Redwire intends to hold a stockholder meeting on June 9, as disclosed in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 9, at which time Redwire intends to adjourn the stockholder meeting until June 13 at 8:00 a.m. Eastern Time, by action of the chairman of the meeting, in accordance with Redwire’s bylaws in order to provide stockholders with additional time to review the amendment, the related proxy statement supplement, and all associated materials. Redwire intends to submit the proposals to approve the acquisition of Edge Autonomy pursuant to the Amended Merger Agreement and the issuance of Redwire shares of common stock in connection therewith to a vote of Redwire’s stockholders at the Redwire Special Meeting. In addition to approval by Redwire’s Board of Directors, the revised transaction has also been approved by a special committee of the Board composed entirely of directors who are independent both with respect to Redwire and AE Industrial Partners and its affiliates. The Board has also approved a recommendation to Redwire’s stockholders that they vote to approve the revised transaction. In connection with the revised transaction, entities affiliated with AEI, Genesis Park and Bain Capital have confirmed their prior agreements to vote in favor of the proposals relating to the revised transactions at the Redwire Special Meeting, representing an aggregate of approximately 69.2% of Redwire’s outstanding voting power, and 46.5% of Redwire’s outstanding voting power held by persons other than by AEI and persons that Redwire has determined to be “officers of Redwire” within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended and members of the Board who are not members of the Redwire special committee and affiliated with AEI, as of April 22, 2025, the record date for the Redwire Special Meeting.