Redwire Company (NYSE: RDW), a pacesetter in house infrastructure for the following technology house financial system, at present introduced that it has signed a definitive settlement to accumulate Edge Autonomy, a number one supplier of field-proven uncrewed airborne system (“UAS”) expertise. Below 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, based mostly on the volume-weighted common buying and selling value 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 under. Following the merger, Edge Autonomy and its subsidiaries could be wholly-owned subsidiaries of Redwire.
The acquisition is predicted to rework Redwire into a world chief in multi-domain autonomous expertise, broadening its portfolio of mission-critical house 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 Move. 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 Move, assuming the transaction had been consummated on January 1, 2025.[1]
Fashioned in 2021 by means of the merger of UAV Manufacturing facility and Jennings Aeronautics, Edge Autonomy harnesses over three a long time of expertise creating uncrewed and autonomous expertise methods. Edge Autonomy is vertically built-in with confirmed capabilities, intensive mission heritage, and robust 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 might be deployed rapidly for time-critical operations. Executing on a number of packages of report, these field-proven capabilities are important 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 house and protection tech firm centered 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 important supplier of protection expertise by scaling its nationwide safety house enterprise and investing in enhanced capabilities. Redwire just lately added two house 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 creating Very Low Earth Orbit spacecraft or “orbital drones” that bridge the hole between airborne and space-based methods. 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 prospects that leverage connectivity throughout house and airborne operations.
“The mixture of Redwire and Edge Autonomy creates a uniquely positioned house and protection firm centered on two of the quickest rising developments in protection expertise,” stated Peter Cannito, Chairman and CEO of Redwire. “As house and airborne platforms converge into an built-in community of autonomous, collaborative methods, Redwire shall be poised to offer 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 all over the world. With greater than 265,000 sq. toes of producing and manufacturing capabilities throughout the U.S. and Europe, Edge Autonomy’s skilled crew delivers confirmed options based mostly on real-world mission wants.
“We’re extraordinarily excited to hitch forces with Redwire and merge two business 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 vital synergies inside our collective capabilities that can positively affect each companies and allow continued progress.”
Transaction Financing and Closing
Redwire can pay the acquisition value 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 vital money circulate accretion, higher operational scale, and industrial diversification. Redwire, at its possibility, could finance the money portion of the acquisition value with money on its steadiness sheet, availability below its current credit score facility, or proceeds from new dedicated debt amenities, benefiting from the anticipated vital growth of its Adjusted EBITDA and free money circulate on a mixed firm foundation. Redwire, at its possibility, may additionally elect to make use of proceeds from a brand new issuance of Redwire frequent inventory. If Redwire elects to lift money in a standard fairness financing, the $15.07 issuance value could be elevated or decreased relying on the per share value of such fairness financing.
The transaction is topic to customary approvals and shutting situations, 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 accepted by a particular committee of the Board composed totally 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 (by means of its affiliate Genesis Park II LP) and Bain Capital (by means of its affiliate BCC Redwire Aggregator, L.P.) have agreed to vote in favor of the proposals referring to the transaction on the stockholder assembly to be known as for such objective, representing an mixture of roughly 73% of Redwire’s excellent voting energy, and over 50% of Redwire’s excellent voting energy held by individuals aside 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 supply 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 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 gives 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 stay name is 877-485-3108 (toll free) or +1 201-689-8264 (toll), and the convention ID is 13751126. Redwire will stay stream a presentation with slides in the course of the name. Please use the next hyperlink to comply with together with the stay stream: https://occasion.choruscall.com/mediaframe/webcast.html?webcastid=FA5vxeLy
A phone replay of the decision shall be accessible for 2 weeks following the occasion by dialing 877-660-6853 (toll free) or 201-612-7415 (toll) and coming into the entry code 13751126. The accompanying investor presentation shall be accessible 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 world house infrastructure and innovation firm enabling civil, industrial, and nationwide safety packages. Redwire’s confirmed and dependable capabilities embody avionics, sensors, energy options, important constructions, mechanisms, radio frequency methods, platforms, missions, and microgravity payloads. Redwire combines a long time of flight heritage and confirmed expertise with an agile and progressive tradition. Redwire’s roughly 700 staff working from 17 amenities situated all through the US and Europe are dedicated to constructing a daring future in house 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 pacesetter in offering progressive autonomous methods, superior optics, and resilient power options to the U.S. Division of Protection, U.S. Federal Civilian Companies, allied governments, educational establishments, and industrial entities all over the world. We consider that innovation – in all types, from all sources, and in any respect phases of growth – creates options that allow mission success. Our extremely engineered uncrewed expertise methods have been offered throughout practically 80 international locations in all kinds of navy, civil, and educational 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. toes of producing and manufacturing capabilities throughout the U.S. and within the European Union, Edge Autonomy’s skilled crew delivers confirmed options based mostly on real-world mission wants.
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