Redwire Company (NYSE: RDW), a frontrunner in area infrastructure for the following era area economic system, at this time introduced that it has signed a definitive settlement to amass Edge Autonomy, a number one supplier of field-proven uncrewed airborne system (“UAS”) expertise. Beneath the phrases of the merger settlement, Redwire will purchase Edge Autonomy for $925 million on a debt free, money free foundation and topic to customary working capital, money and debt changes. The merger consideration is predicted to be paid utilizing $150 million in money and $775 million in shares of Redwire frequent inventory, primarily based on the volume-weighted common buying and selling worth on the NYSE for the 30 buying and selling days ending on January 17, 2025 of $15.07 (“30-day VWAP”). Transaction financing and shutting particulars are as described beneath. Following the merger, Edge Autonomy and its subsidiaries could be wholly-owned subsidiaries of Redwire.
The acquisition is predicted to rework Redwire into a worldwide chief in multi-domain autonomous expertise, broadening its portfolio of mission-critical area platforms to incorporate combat-proven autonomous airborne platforms. Instantly upon closing, the transaction is predicted to be accretive to Redwire’s income, Adjusted EBITDA, and Free Money Circulate. For the twelve months ended December 31, 2025, Redwire, as a mixed firm, is forecasting full 12 months, revenues of $535 million – $605 million and Adjusted EBITDA of $70 million – $105 million with optimistic Free Money Circulate, assuming the transaction had been consummated on January 1, 2025.[1]
Shaped in 2021 via the merger of UAV Manufacturing facility and Jennings Aeronautics, Edge Autonomy harnesses over three a long time of expertise growing uncrewed and autonomous expertise techniques. Edge Autonomy is vertically built-in with confirmed capabilities, in depth mission heritage, and powerful relationships with U.S. Division of Protection, Particular Operations Forces, and allied governments. Edge Autonomy’s fleet of UAS expertise, together with its Stalker collection and Penguin collection, is optimized for lengthy endurance, lengthy vary reconnaissance missions and will be deployed rapidly for time-critical operations. Executing on a number of packages of document, these field-proven capabilities are crucial for the fashionable warfighter to gather essential data and make knowledgeable choices rapidly and successfully. The mixture of Redwire and Edge Autonomy is predicted to create a transformative, multi-domain, scaled and worthwhile area and protection tech firm targeted on the convergence of built-in autonomous, AI-enabled multi-domain operations for protection and nationwide safety. For the final twelve months ended September 30, 2024, Edge Autonomy achieved revenues of $222 million and Adjusted EBITDA of $72 million.[2]
Redwire has strengthened and grown its place as a crucial supplier of protection expertise by scaling its nationwide safety area enterprise and investing in enhanced capabilities. Redwire lately added two area platforms to its expertise portfolio, Thresher and Mako, designed for software program outlined, AI-enabled, autonomous operations in low Earth orbit, medium Earth orbit, and geostationary orbit. Moreover, Redwire is at the moment growing Very Low Earth Orbit spacecraft or “orbital drones” that bridge the hole between airborne and space-based techniques. The addition of Edge Autonomy’s UAS applied sciences with these capabilities expands our protection throughout a number of domains and is predicted to create new built-in capabilities for our clients that leverage connectivity throughout area and airborne operations.
“The mixture of Redwire and Edge Autonomy creates a uniquely positioned area and protection firm targeted on two of the quickest rising developments in protection expertise,” stated Peter Cannito, Chairman and CEO of Redwire. “As area and airborne platforms converge into an built-in community of autonomous, collaborative techniques, Redwire can be poised to supply end-to-end options for multi-domain operations from the floor of the earth to the floor of the moon and past.”
Headquartered in San Luis Obispo, California, Edge Autonomy has a crew of greater than 600 staff around the globe. With greater than 265,000 sq. ft of producing and manufacturing capabilities throughout the U.S. and Europe, Edge Autonomy’s skilled crew delivers confirmed options primarily based on real-world mission wants.
“We’re extraordinarily excited to hitch forces with Redwire and merge two trade leaders in superior multi-domain applied sciences,” stated Steve Adlich, CEO of Edge Autonomy. “Each corporations are dedicated to expertise innovation, reliability and satisfying buyer demand, and we see important synergies inside our collective capabilities that may positively affect each companies and allow continued development.”
Transaction Financing and Closing
Redwire can pay the acquisition worth for the acquisition in a mixture of $150 million in money and $775 million in shares of Redwire frequent inventory issued at $15.07, the 30-day VWAP. The transaction consideration positions Redwire with a stronger steadiness sheet and enhanced credit score high quality on account of important money move accretion, higher operational scale, and business diversification. Redwire, at its choice, could finance the money portion of the acquisition worth with money on its steadiness sheet, availability underneath its present credit score facility, or proceeds from new dedicated debt services, benefiting from the anticipated important enlargement of its Adjusted EBITDA and free money move on a mixed firm foundation. Redwire, at its choice, might also elect to make use of proceeds from a brand new issuance of Redwire frequent inventory. If Redwire elects to lift money in a typical fairness financing, the $15.07 issuance worth could be elevated or decreased relying on the per share worth of such fairness financing.
The transaction is topic to customary approvals and shutting circumstances, together with a Redwire stockholder vote and regulatory approvals, and is predicted to shut within the second quarter of 2025.
Along with approval by Redwire’s Board of Administrators, the transaction has additionally been authorized by a particular committee of the Board composed fully of administrators who’re impartial each with respect to Redwire and AE Industrial Companions, LP and its associates (“AEI”). As a situation of the transaction, the stockholder approval should embody a majority of the voting energy not held by AEI. In reference to the transaction, entities affiliated with AEI, Genesis Park (via its affiliate Genesis Park II LP) and Bain Capital (via its affiliate BCC Redwire Aggregator, L.P.) have agreed to vote in favor of the proposals regarding the transaction on the stockholder assembly to be referred to as for such goal, representing an combination of roughly 73% of Redwire’s excellent voting energy, and over 50% of Redwire’s excellent voting energy held by individuals apart from AEI and Redwire administration, as of January 20, 2025.
On the closing of the transaction, Redwire will enter into an amended and restated investor rights settlement (the “Investor Rights Settlement”) with AEI, Genesis Park Holdings, and Edge Autonomy Final Holdings, LP (“Vendor”) and sure of their associates, which would offer that (i) AEI could be permitted to designate 4 administrators for election to Redwire’s Board of Administrators, which quantity could be lowered as soon as AEI now not holds 50% or extra of the shares of Redwire frequent inventory issued beneficially owned by AEI (excluding the Vendor’s) on the closing of the transaction and (ii) Vendor could be permitted to designate one director for election to Redwire’s Board of Administrators as long as Vendor continues to carry 25% or extra of the shares of Redwire frequent inventory beneficially owned by Vendor on the closing of the transaction. The Investor Rights Settlement additionally offers that AEI and Vendor won’t promote any of such Redwire Shares in the course of the six-month interval following the closing of the transaction, topic to sure restricted exceptions.
Transaction Convention Name
Administration will conduct a convention name beginning at 9:00 a.m. ET on Tuesday, January 21, 2025 to debate the transaction. The dial-in quantity for the dwell name is 877-485-3108 (toll free) or +1 201-689-8264 (toll), and the convention ID is 13751126. Redwire will dwell stream a presentation with slides in the course of the name. Please use the next hyperlink to observe together with the dwell stream: https://occasion.choruscall.com/mediaframe/webcast.html?webcastid=FA5vxeLy
A phone replay of the decision can be obtainable for 2 weeks following the occasion by dialing 877-660-6853 (toll free) or 201-612-7415 (toll) and getting into the entry code 13751126. The accompanying investor presentation can be obtainable on January 20, 2025 on the investor part of Redwire’s web site at ir.redwirespace.com.
Advisors
J.P. Morgan Securities LLC and GH Companions LLC are serving as monetary advisors and Holland & Knight LLP is serving as authorized advisor to Redwire. Roth Capital Companions is serving as monetary advisor and Richards, Layton & Finger, P.A. is serving as authorized advisor to particular committee of the Board of Administrators. Citi is serving as monetary advisor and Kirkland & Ellis LLP is serving as authorized advisor to Edge Autonomy.
About Redwire
Redwire Company (NYSE:RDW) is a worldwide area infrastructure and innovation firm enabling civil, business, and nationwide safety packages. Redwire’s confirmed and dependable capabilities embody avionics, sensors, energy options, crucial buildings, mechanisms, radio frequency techniques, platforms, missions, and microgravity payloads. Redwire combines a long time of flight heritage and confirmed expertise with an agile and modern tradition. Redwire’s roughly 700 staff working from 17 services positioned all through the USA and Europe are dedicated to constructing a daring future in area for humanity, pushing the envelope of discovery and science whereas creating a greater world on Earth. For extra data, please go to redwirespace.com.
About Edge Autonomy
Edge Autonomy is a frontrunner in offering modern autonomous techniques, superior optics, and resilient vitality options to the U.S. Division of Protection, U.S. Federal Civilian Businesses, allied governments, tutorial establishments, and business entities around the globe. We consider that innovation – in all kinds, from all sources, and in any respect levels of growth – creates options that allow mission success. Our extremely engineered uncrewed expertise techniques have been offered throughout almost 80 international locations in all kinds of army, civil, and tutorial purposes.
With a crew of greater than 600 staff, Edge Autonomy attracts on over three a long time of confirmed aerospace engineering, manufacturing experience, and superior expertise. Headquartered in San Luis Obispo, CA and with greater than 265,000 sq. ft of producing and manufacturing capabilities throughout the U.S. and within the European Union, Edge Autonomy’s skilled crew delivers confirmed options primarily based on real-world mission wants.
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