공시 • Jun 14
Redwire Corporation (NYSE:RDW) completed the acquisition of Edge Autonomy Operations LLC from AE Industrial Partners, LP and others.
Redwire Corporation (NYSE:RDW) signed a definitive agreement to acquire Edge Autonomy Operations LLC from AE Industrial Partners, LP and others for approximately $930 million on January 20, 2025. Under the terms of the merger agreement, Redwire will acquire Edge Autonomy for $925 million on a debt free, cash free basis and subject to customary working capital, cash and debt adjustments. The merger consideration is expected to be paid using $150 million in cash and $775 million in shares of Redwire common stock. Redwire, at its option, may finance the cash portion of the purchase price with cash on its balance sheet, availability under its existing credit facility, or proceeds from new committed debt facilities, it may also elect to use proceeds from a new issuance of Redwire common stock.
For the period ending September 30, 2024, Edge Autonomy Operations LLC reported total revenue of $222 million and EBITDA of $72 million. At the closing of the transaction, Redwire will enter into an amended and restated investor rights agreement (the “Investor Rights Agreement”) with AEI, Genesis Park Holdings, and Edge Autonomy Ultimate Holdings, LP (“Seller”) and certain of their affiliates, which would provide that (i) AEI would be permitted to designate four directors for election to Redwire’s Board of Directors, which number would be reduced once AEI no longer holds 50% or more of the shares of Redwire common stock issued beneficially owned by AEI (excluding the Seller’s) at the closing of the transaction and (ii) Seller would be permitted to designate one director for election to Redwire’s Board of Directors so long as Seller continues to hold 25% or more of the shares of Redwire common stock beneficially owned by Seller at the closing of the transaction.
The transaction has also been approved by a special committee of the Redwire Board and is subject to customary approvals and closing conditions, including a Redwire stockholder vote, Redwire board of directors, regulatory approvals, and is expected to close in the second quarter of 2025. Immediately upon closing, the transaction is expected to be accretive to Redwire’s revenue, Adjusted EBITDA, and Free Cash Flow. On March 21, 2025, it was announced that the transaction has received all the regulatory approvals which includes antitrust review under the Hart-Scott-Rodino Act in the US and foreign investment reviews in Latvia, Canada and the United Kingdom. The acquisition is contingent on final closing conditions, including stockholder approval.
As of June 9, 2025, Merger Consideration, consists of (i) $160 million in cash, which amount will include a promissory note in the principal amount of $100 million to be issued by a subsidiary of Redwire and (ii) $765 million in shares of common stock of Redwire, par value $0.0001 per share issued at a price per share of $15.07, subject to the Equity Holdback. Prior to entering into the Amendment, the nominal $925 million of Merger Consideration was to consist, subject to the previously described adjustments, of (i) $150 million in cash and (ii) $775 million in Redwire Common Stock, issued at a price per share of $15.07.
J.P. Morgan Securities LLC and Gh Partners LLC acted as financial advisor for Redwire Corporation. Holland & Knight LLP acted as legal advisor for Redwire Corporation. ROTH Capital Partners, LLC acted as financial advisor and Richards, Layton & Finger, P.A. acted as legal advisor to special committee of the Board of Directors of Redwire. Jeffrey P. Swatzell, Matthew S. Arenson, Jeremy S. Liss and Rachel L. Cantor of Kirkland & Ellis LLP acted as legal advisor and Citigroup Inc. acted as financial advisor for Edge Autonomy Operations LLC. William Blair acted as financial advisor to Edge Autonomy Operations LLC.
Redwire Corporation (NYSE:RDW) completed the acquisition of Edge Autonomy Operations LLC from AE Industrial Partners, LP and others on June 13, 2025. The strategic transaction was approved by Redwire shareholders.