Redwire Corporation (NYSE: RDW) has announced an amendment to the agreement and plan of merger to acquire Edge Autonomy Intermediate Holdings, LLC, for $925 million. The merger consideration will consist of $160 million in cash and $765 million in shares of Redwire common stock issued at a price per share of $15.07, subject to a holdback of shares equal to $5 million, valued at a price per share of $15.07, to satisfy post-closing purchase price adjustments.
The $160 million of cash consideration will include an unsecured promissory note in the principal amount of $100 million to be issued by a subsidiary of Redwire to the seller at the closing, on which interest will accrue at rates ranging from 15.00% to 18.00%, payable 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. The seller note will mature on the date that is the earliest of a change of control, the maturity date of certain existing Redwire or Edge Autonomy credit facilities, and an acceleration following an event of default.
Redwire has also entered into an amendment to the existing credit agreement, whereby the maturity date will be extended to April 28, 2027, and the interest rate will be increased to match the interest rate under the debt facilities to be entered into as of the consummation of the transaction.
Furthermore, TCBi Securities, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., and Truist Bank have committed to provide debt financing in an aggregate principal amount of not less than $90 million.
Entities affiliated with AE Industrial Partners, LP, 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.
Redwire intends to hold a stockholder meeting on June 9, 2025, 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. The revised transaction has been approved by a special committee of the board and recommended to Redwire’s stockholders for approval.
As a result of these announcements, the company's shares have moved 7.53% on the market, and are now trading at a price of $19.84. If you want to know more, read the company's complete 8-K report here.
