Redwire Corp Files 8-K: Material Agreement, Equity Sales

Ticker: RDW · Form: 8-K · Filed: Jan 21, 2025 · CIK: 1819810

Redwire Corp 8-K Filing Summary
FieldDetail
CompanyRedwire Corp (RDW)
Form Type8-K
Filed DateJan 21, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$0.0001, $925 m, $150 million, $775 million, $0
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-update

Related Tickers: RDW

TL;DR

RDW filed an 8-K on Jan 20, 2025, detailing a material agreement and equity sales. Stay tuned.

AI Summary

On January 20, 2025, Redwire Corporation entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and made a Regulation FD disclosure. This filing follows Redwire's previous name change from Genesis Park Acquisition Corp. on July 31, 2020.

Why It Matters

This 8-K filing indicates significant corporate activity for Redwire Corporation, including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

  • Redwire Corporation (company) — Registrant
  • Genesis Park Acquisition Corp. (company) — Former company name
  • January 20, 2025 (date) — Date of earliest event reported
  • July 31, 2020 (date) — Date of name change

FAQ

What is the nature of the Material Definitive Agreement entered into by Redwire Corporation on January 20, 2025?

The filing states that Redwire Corporation entered into a Material Definitive Agreement on January 20, 2025, but the specific details of this agreement are not provided in this document.

What type of equity securities were sold in the unregistered sales reported by Redwire Corporation?

The filing mentions unregistered sales of equity securities, but does not specify the type of securities or the terms of the sale.

What is the purpose of the Regulation FD Disclosure included in this filing?

The filing indicates a Regulation FD Disclosure was made on January 20, 2025, but the content of this disclosure is not detailed within the provided text.

When did Redwire Corporation change its name from Genesis Park Acquisition Corp.?

Redwire Corporation changed its name from Genesis Park Acquisition Corp. on July 31, 2020.

What is Redwire Corporation's Standard Industrial Classification code?

Redwire Corporation's Standard Industrial Classification code is 3760, which corresponds to GUIDED MISSILES & SPACE VEHICLES & PARTS.

Filing Stats: 4,515 words · 18 min read · ~15 pages · Grade level 18.2 · Accepted 2025-01-21 08:45:03

Key Financial Figures

  • $0.0001 — nge on which registered Common Stock, $0.0001 par value per share RDW New York Stock
  • $925 m — the Merger Agreement (the "Closing") is $925 million, subject to customary working cap
  • $150 million — sing Purchase Price would be paid using $150 million in cash and $775 million in shares of c
  • $775 million — be paid using $150 million in cash and $775 million in shares of common stock, par value $0
  • $0 — on in shares of common stock, par value $0.0001, of Redwire ("Redwire Common Share
  • $15.07 — ding days ending on January 17, 2025 of $15.07 (the "Issuance Price"). Redwire may fin

Filing Documents

01 - Entry into a Material Definitive Agreement

Item 1.01 - Entry into a Material Definitive Agreement Merger Agreement On January 20, 2025, Redwire Corporation ("Redwire") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership ("Seller"), Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, "Edge Autonomy"), Echelon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Redwire and Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Redwire, pursuant to which Redwire will, via the mergers set forth in the Merger Agreement (the "Mergers"), acquire Edge Autonomy, a leading provider of field-proven uncrewed airborne system ("UAS") technology. The aggregate purchase price (the "Closing Purchase Price") payable by Redwire at the closing of the transactions contemplated by the Merger Agreement (the "Closing") is $925 million, subject to customary working capital, cash and debt adjustments. The Closing Purchase Price would be paid using $150 million in cash and $775 million in shares of common stock, par value $0.0001, of Redwire ("Redwire Common Shares"), based on the volume-weighted average trading price on the New York Stock Exchange ("NYSE") for the 30 trading days ending on January 17, 2025 of $15.07 (the "Issuance Price"). Redwire may finance the cash portion of the Closing Purchase Price, at its option, with cash on its balance sheet, availability under its existing credit facility, proceeds from new debt facilities and/or the proceeds of a new equity offering. If a portion of the proceeds of such debt and/or new equity offering, along with Edge Autonomy's available cash, would also be utilized to repay Edge Autonomy's outstanding indebtedness and to fund transaction expenses, such amount utilized would reduce the Closing Purchase Price. If Redwire determines, at its option, to undertake

02 – Unregistered Sales of Equity Securities

Item 3.02 – Unregistered Sales of Equity Securities The disclosure contained in Item 1.01 above is hereby incorporated into this Item 3.02 by reference.

01 - Regulation FD Disclosures

Item 7.01 - Regulation FD Disclosures On January 20, 2025, Redwire distributed communications disclosing the Merger Agreement to Redwire's employees, a list of frequently asked questions to Redwire's employees, and published a post on each of the media platforms, Instagram, X, Facebook and Linked-In, which are filed as Exhibits 99.4, 99.5 and 99.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Also on January 20, 2025, Edge Autonomy distributed a letter from the Chief Executive Officer of Edge Autonomy to its employees disclosing the Merger Agreement, a list of frequently asked questions to Edge Autonomy's employees, and a published post on each of the media platforms, Facebook, Linked-In, and Glassdoor, which are filed as Exhibits 99.7, 99.8, and 99.6 respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth in Item 7.01 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 – Other Events

Item 8.01 – Other Events On January 20, 2025, Redwire issued a press release in connection with the announcement of the execution of the Merger Agreement. Also, on January 20, 2025, Redwire posted a copy of the investor presentation to be used during the conference call on its website. Redwire will hold a conference call on Tuesday, January 21, 2025 at 9:00 AM EST to discuss the Merger Agreement. A copy of the press release and a copy of the investor presentation to be used during the conference call are filed as Exhibit 99.9 and 99.10, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Page 3

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of January 20, 2025, by and among Redwire Corporation, Edge Autonomy Ultimate Holdings, LP, Edge Autonomy Intermediate Holdings, LLC, Echelon Merger Sub, Inc., and Echelon Purchaser, LLC 99.1 Voting Agreement, dated January 20, 2025, by and among Redwire Corporation, AE Red Holdings, LLC, AE Industrial Partners Fund II GP, LP, AeroEquity GP, LLC, AE Industrial Partners Fund II, LP, AE Industrial Partners Fund II-A, LP, AE Industrial Partners Fund II-B, LP, AE Industrial Partners Structured Solutions I, L.P., AE Industrial Partners Structured Solutions I GP, L.P. 99.2 Voting Agreement, dated January 20, 2025, by and among Redwire Corporation and Genesis Park II LP. 99.3 Voting Agreement, dated January 20, 2025, by and among Redwire Corporation and BCC Redwire Aggregator, L.P. 99.4 Communication to Redwire Employees, dated January 20 , 2025 99.5 FAQ for Redwire Employees, dated January 20 , 2025 99.6 Communications on media platforms, dated January 20, 2025 99.7 Communication to Edge Autonomy Employees, dated January 20, 2025 99.8 FAQ for Edge Autonomy Employees, dated January 20 , 2025 99.9 Press Release, dated January 20 , 2025 99.10 Investor Presentation, dated January 20, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Redwire hereby undertakes to furnish supplementally copies of any of the omitted exhibits or schedules upon request by the SEC. Additional Information and Where to Find It Redwire will file with the SEC a proxy statement relating to a special meeting of Redwire's stockholders (the "proxy statement"). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN

Forward-Looking Statements

Forward-Looking Statements Readers are cautioned that the statements contained in this communication regarding expectations of our performance or other matters that may affect our or the combined company's business, results of operations, or financial condition are "forward-looking statements" as defined by the "safe harbor" provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this communication, including statements regarding our or the combined company's strategy, financial projections, including the prospective financial information provided in this communication, financial position, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, the entry into the potential business combination, the expected benefits from the proposed business combination, the expected performance of the combined company, the expectations regarding financing the proposed business combination, among others, are forward-looking statements. Words such as "expect," "anticipate," "should," "believe," "target," "continued," "project," "plan," "opportunity," "estimate," "potential," "predict," "demonstrates," "may," "will," "could," "intend," "shall," "possible," "forecast," "trends," "contemplate," "would," "approximately," "likely," "outlook," "schedule," "pipeline," and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward-looking statements are subject to a number

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