Latest news with #Redwire
Yahoo
14 hours ago
- Business
- Yahoo
Why Space Stock Redwire Soared Today
Redwire announced in January that it will buy drone maker Edge Autonomy for $925 million. The deal has been modified to pay slightly more cash, slightly less stock. The basic outlines of the purchase remain unchanged. 10 stocks we like better than Redwire › Redwire Corporation (NYSE: RDW) stock jumped a lucky 7.7% Monday morning after the company gave an update on its plan to acquire privately held Edge Autonomy, "a leader in providing innovative autonomous systems, advanced optics, and resilient energy solutions" (i.e., drones). As you may recall, Redwire announced in January that it will buy the maker of Penguin unmanned aerial vehicles for $925 million, payable in $150 million cash plus $775 million in Redwire stock. That's still the basic plan, but this morning Redwire announced that the purchase will actually be made with $160 million in cash (so $10 million more) and $765 million in shares of Redwire common stock (so $10 million less). Furthermore, $100 million of the "cash" portion of the price will be "paid" in the form of an unsecured promissory note from a Redwire subsidiary. Why would Redwire make this change, and is it good news or bad news for the stock? Well, consider that Redwire stock cost less than $15 before the Edge acquisition was announced but is worth nearly $20 today. Consider too that the Redwire stock being paid to Edge is still valued back near its January price -- $15.07 per share. So Edge is already making out like a bandit, receiving shares worth almost $20 when it expected to get shares worth less than $15. Owners of the private company have already made a tidy profit. It makes sense that Redwire now wants to pay less in shares and more in cash. The adjustment is modestly good news for the stock -- probably not worth a 7% share price bump, but still good news. Before you buy stock in Redwire, consider this: The Motley Fool Stock Advisor analyst team just identified what they believe are the for investors to buy now… and Redwire wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years. Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $669,517!* Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $868,615!* Now, it's worth noting Stock Advisor's total average return is 792% — a market-crushing outperformance compared to 173% for the S&P 500. Don't miss out on the latest top 10 list, available when you join . See the 10 stocks » *Stock Advisor returns as of June 9, 2025 Rich Smith has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy. Why Space Stock Redwire Soared Today was originally published by The Motley Fool Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
19 hours ago
- Business
- Yahoo
Redwire Announces Amendment to the Agreement and Plan of Merger to Acquire Edge Autonomy
JACKSONVILLE, Fla., June 09, 2025--(BUSINESS WIRE)--Redwire Corporation (NYSE: RDW) ("Redwire" or the "Company"), a leader in space infrastructure for the next generation space economy, announced today that it has amended the definitive agreement (the "Amended Merger Agreement") to acquire Edge Autonomy Intermediate Holdings, LLC (together with its subsidiaries, "Edge Autonomy"), a leading provider of field-proven uncrewed airborne system technology. As previously announced, Redwire will acquire Edge Autonomy from Edge Autonomy Ultimate Holdings, LP ("Seller") for $925 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses not paid or assumed by Seller. Under the terms of the Amended Merger Agreement, 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 Amended Merger Agreement provides that 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 Seller at the closing (the "Seller Note"), on which interest will accrue at rates ranging from 15.00% to 18.00%, payable, at Redwire's option, 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 (as defined below) and a cash minimum return payment, depending on when repayment occurs, ranging from 1.20 to 1.50 times the principal amount being repaid. The Seller Note also will provide that Redwire must prepay amounts outstanding under the Seller Note with proceeds of certain equity or debt financings (subject to certain limitations). The Seller Note will mature on the date that is the earliest of (i) a change of control (as described in the Seller Note), or a sale of all or substantially all of the assets, of Redwire; (ii) the date that is ninety-one (91) days following the maturity date of certain existing Redwire or Edge Autonomy credit facilities; and (iii) an acceleration following an event of default (as defined in the Seller Note) (such date, the "Maturity Date"). Additionally, TCBI Securities, Inc., doing business as Texas Capital Securities, 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, subject to the terms and conditions set forth in a commitment letter, dated May 23, 2025, under which a wholly-owned subsidiary of Redwire will be the lead borrower. Redwire also entered into an amendment on June 4, 2025, to that certain Credit Agreement, dated as of October 28, 2020, by and among certain of Redwire's subsidiaries, Adams Street Credit Advisors LP (the "Existing Redwire Agent") and the lenders party thereto (as amended, modified, renewed, extended, restated and/or supplemented from time to time, the "Redwire Credit Facility") whereby, subject to the consummation of the transaction, (i) the maturity date of the Redwire Credit Facility will be extended to April 28, 2027, (ii) commencing on January 1, 2026, the interest rate of the Redwire Credit Facility will be increased to match the interest rate under the debt facilities which Redwire will be entering into as of the consummation of the transaction and (iii) the Existing Redwire Agent will be granted a second lien on the equity interests of Edge Autonomy. Redwire intends to hold a stockholder meeting on June 9, 2025, as disclosed in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on May 9, 2025 (the "proxy statement"), at which time Redwire intends to adjourn the stockholder meeting until June 13, 2025 at 8:00 a.m. Eastern Time, by action of the chairman of the meeting, in accordance with Redwire's bylaws (as so adjourned and including any further postponements or adjournments thereof, the "Redwire Special Meeting") in order to provide stockholders with additional time to review the amendment, the related proxy statement supplement, and all associated materials. Redwire intends 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 at the Redwire Special Meeting. In addition to approval by Redwire's Board of Directors (the "Board"), the revised transaction has also been approved by a special committee of the Board composed entirely of directors who are independent both with respect to Redwire and AE Industrial Partners, LP and its affiliates ("AEI"). The Board has also approved a recommendation to Redwire's stockholders that they vote to approve the revised transaction. In connection with the revised transaction, entities affiliated with AEI, Genesis Park (through its affiliate Genesis Park II LP) and Bain Capital (through its affiliate BCC Redwire Aggregator, L.P.) 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, and 46.5% of Redwire's outstanding voting power held by persons other than by (i) AEI and (ii) (1) persons that Redwire has determined to be "officers of Redwire" within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (2) members of the Board who are (A) not members of the Redwire special committee and (B) affiliated with AEI, as of April 22, 2025, the record date for the Redwire Special Meeting. Additional information regarding the Amended Merger Agreement and financing may be found in a Form 8-K that will be filed today with the SEC. Advisors J.P. Morgan Securities LLC and GH Partners LLC are serving as financial advisors and Holland & Knight LLP is serving as legal advisor to Redwire. Roth Capital Partners is serving as financial advisor and Richards, Layton & Finger, P.A. is serving as legal advisor to the special committee of the Board. Citi and William Blair are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal advisor to Edge Autonomy. About Redwire Redwire Corporation (NYSE:RDW) is a global space infrastructure and innovation company enabling civil, commercial, and national security programs. Redwire's proven and reliable capabilities include avionics, sensors, power solutions, critical structures, mechanisms, radio frequency systems, platforms, missions, and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture. Redwire's approximately 750 employees working from 17 facilities located throughout the United States and Europe are committed to building a bold future in space for humanity, pushing the envelope of discovery and science while creating a better world on Earth. For more information, please visit Additional Information and Where to Find It Redwire filed the proxy statement and will file a supplement to the proxy statement on Form DEFR14A (the "proxy supplement"). The information in the proxy statement and the proxy supplement is not complete and may be changed. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT, THE PROXY SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REDWIRE, EDGE AUTONOMY, THE TRANSACTION AND RELATED MATTERS. Stockholders are able to obtain free copies of the proxy statement, the proxy supplement and other documents filed with the SEC by the parties through the website maintained by the SEC at In addition, investors and stockholders will be able to obtain free copies of the proxy statement, the proxy supplement and other documents filed with the SEC by the parties on the investor relations section of Redwire's website at Participants in the Solicitation Redwire and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Redwire in respect of the proposed business combination contemplated by the proxy statement and the proxy supplement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Redwire, respectively, in connection with the proposed business combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement. Information regarding Redwire's directors and executive officers is contained in Redwire's Annual Report on Form 10-K for the year ended December 31, 2024 and its Proxy Statement on Schedule 14A, dated April 9, 2025, which are filed with the SEC. No Offer or Solicitation This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Forward-Looking Statements Readers are cautioned that the statements contained in this press release 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, as amended and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding our or the combined company's strategy, financial projections, including the prospective financial information provided in this press release, financial position, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards, contracts, objectives of management, entry into the potential business combination, expected benefits from the proposed business combination, expected performance of the combined company, and 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 of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. These factors and circumstances include, but are not limited to (1) risks associated with the continued economic uncertainty, including high inflation, effects of trade tariffs and other trade actions, supply chain challenges, labor shortages, increased labor costs, high interest rates, foreign currency exchange volatility, concerns of economic slowdown or recession and reduced spending or suspension of investment in new or enhanced projects; (2) the failure of financial institutions or transactional counterparties; (3) Redwire's limited operating history and history of losses to date as well as the limited operating history of Edge Autonomy and the relatively novel nature of the drone industry; (4) the inability to successfully integrate recently completed and future acquisitions, including the proposed business combination with Edge Autonomy, as well as the failure to realize the anticipated benefits of the transaction or to realize estimated projected combined company results; (5) the development and continued refinement of many of Redwire's and the combined company's proprietary technologies, products and service offerings; (6) competition with new or existing companies; (7) the possibility that Redwire's expectations and assumptions relating to future results and projections with respect to Redwire or Edge Autonomy may prove incorrect; (8) adverse publicity stemming from any incident or perceived risk involving Redwire, Edge Autonomy, the combined company, or their competitors; (9) unsatisfactory performance of our and the combined company's products resulting from challenges in the space environment, extreme space weather events, the environments in which drones operate, including in combat or other areas where hostilities may occur, or otherwise; (10) the emerging nature of the market for in-space infrastructure services and the market for drones and related services; (11) inability to realize benefits from new offerings or the application of our or the combined company's technologies; (12) the inability to convert orders in backlog into revenue; (13) our and the combined company's dependence on U.S. and foreign government contracts, which are only partially funded and subject to immediate termination, which may be affected by changes in government program requirements, spending priorities or budgetary constraints, including government shutdowns, or which may be influenced by the level of military activities and related spending, such as in or with respect to ongoing or future conflicts, including the war in Ukraine, or as a result of changes in international support for military assistance to Ukraine; (14) the fact that Redwire is and the combined company will be subject to stringent U.S. economic sanctions and trade control laws and regulations, as well as risks related to doing business in other countries, including those related to tariffs, trade restrictions and government actions; (15) the need for substantial additional funding to finance our and the combined company's operations, which may not be available when needed, on acceptable terms or at all; (16) the dilution of existing holders of Redwire common stock that will result from the issuance of additional shares of Redwire common stock as consideration for the acquisition of Edge Autonomy, as well as the issuance of Redwire common stock in any offering that may be undertaken in connection with such acquisition; (17) the fact that the issuance and sale of shares of Redwire preferred stock has reduced the relative voting power of holders of Redwire common stock and diluted the ownership of holders of our capital stock; (18) the ability to achieve the conditions to cause, or timing of, any mandatory conversion of the Redwire preferred stock into Redwire common stock; (19) the fact that AEI and Bain Capital and their affiliates have significant influence over us, which could limit your ability to influence the outcome of key transactions, as well as AEI's increased voting power resulting from its receipt of the Equity Consideration (as defined in the Amended Merger Agreement); (20) the fact that provisions in our Certificate of Designation with respect to our Redwire preferred stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; (21) the fact that our Redwire preferred stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; (22) the possibility of sales of a substantial amount of Redwire common stock by our current stockholders, as well as the equity owners of Edge Autonomy following consummation of the transaction, which sales could cause the price of Redwire common stock to fall; (23) the impact of the issuance of additional shares of Redwire preferred stock as paid-in-kind dividends on the price and market for Redwire common stock; (24) the volatility of the trading price of Redwire common stock; (25) risks related to short sellers of Redwire common stock; (26) Redwire's or the combined company's inability to report its financial condition or results of operations accurately or timely as a result of identified material weaknesses in internal control over financial reporting, as well as the possible need to expand or improve Edge Autonomy's financial reporting systems and controls; (27) the possibility that the closing conditions under the Amended Merger Agreement necessary to consummate the mergers will not be satisfied; (28) the effect of any announcement or pendency of the proposed business combination on Redwire's or Edge Autonomy's business relationships, operating results and business generally; (29) risks that the proposed business combination disrupts current plans and operations of Redwire or Edge Autonomy; (30) the ability of Redwire or the combined company to raise financing in connection with the proposed business combination or to finance its operations in the future; (31) the impact of any increase in the combined company's indebtedness incurred to fund working capital or other corporate needs, including the repayment of Edge Autonomy's outstanding indebtedness and transaction expenses incurred to acquire Edge Autonomy, as well as debt covenants that may limit the combined company's activities, flexibility or ability to take advantage of business opportunities, and the effect of debt service on the availability of cash to fund investment in the business; (32) the ability to implement business plans, forecasts and other expectations after the completion of the transaction, and to identify and realize additional opportunities; (33) costs related to the transactions; (34) a significant portion of Edge Autonomy's revenues result from sales to customers in Ukraine, which sales have been declining and may continue to decline in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine; and (35) other risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the SEC by Redwire. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward-looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and Redwire disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward-looking statements. View source version on Contacts Media Contacts: Tere ORInvestors: investorrelations@ 904-425-1431 Sign in to access your portfolio
Associated Press
19 hours ago
- Business
- Associated Press
Redwire Announces Amendment to the Agreement and Plan of Merger to Acquire Edge Autonomy
JACKSONVILLE, Fla.--(BUSINESS WIRE)--Jun 9, 2025-- Redwire Corporation (NYSE: RDW) ('Redwire' or the 'Company'), a leader in space infrastructure for the next generation space economy, announced today that it has amended the definitive agreement (the 'Amended Merger Agreement') to acquire Edge Autonomy Intermediate Holdings, LLC (together with its subsidiaries, 'Edge Autonomy'), a leading provider of field-proven uncrewed airborne system technology. As previously announced, Redwire will acquire Edge Autonomy from Edge Autonomy Ultimate Holdings, LP ('Seller') for $925 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses not paid or assumed by Seller. Under the terms of the Amended Merger Agreement, 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 Amended Merger Agreement provides that 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 Seller at the closing (the 'Seller Note'), on which interest will accrue at rates ranging from 15.00% to 18.00%, payable, at Redwire's option, 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 (as defined below) and a cash minimum return payment, depending on when repayment occurs, ranging from 1.20 to 1.50 times the principal amount being repaid. The Seller Note also will provide that Redwire must prepay amounts outstanding under the Seller Note with proceeds of certain equity or debt financings (subject to certain limitations). The Seller Note will mature on the date that is the earliest of (i) a change of control (as described in the Seller Note), or a sale of all or substantially all of the assets, of Redwire; (ii) the date that is ninety-one (91) days following the maturity date of certain existing Redwire or Edge Autonomy credit facilities; and (iii) an acceleration following an event of default (as defined in the Seller Note) (such date, the 'Maturity Date'). Additionally, TCBI Securities, Inc., doing business as Texas Capital Securities, 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, subject to the terms and conditions set forth in a commitment letter, dated May 23, 2025, under which a wholly-owned subsidiary of Redwire will be the lead borrower. Redwire also entered into an amendment on June 4, 2025, to that certain Credit Agreement, dated as of October 28, 2020, by and among certain of Redwire's subsidiaries, Adams Street Credit Advisors LP (the 'Existing Redwire Agent') and the lenders party thereto (as amended, modified, renewed, extended, restated and/or supplemented from time to time, the ' Redwire Credit Facility ') whereby, subject to the consummation of the transaction, (i) the maturity date of the Redwire Credit Facility will be extended to April 28, 2027, (ii) commencing on January 1, 2026, the interest rate of the Redwire Credit Facility will be increased to match the interest rate under the debt facilities which Redwire will be entering into as of the consummation of the transaction and (iii) the Existing Redwire Agent will be granted a second lien on the equity interests of Edge Autonomy. Redwire intends to hold a stockholder meeting on June 9, 2025, as disclosed in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the 'SEC') on May 9, 2025 (the 'proxy statement'), at which time Redwire intends to adjourn the stockholder meeting until June 13, 2025 at 8:00 a.m. Eastern Time, by action of the chairman of the meeting, in accordance with Redwire's bylaws (as so adjourned and including any further postponements or adjournments thereof, the 'Redwire Special Meeting') in order to provide stockholders with additional time to review the amendment, the related proxy statement supplement, and all associated materials. Redwire intends 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 at the Redwire Special Meeting. In addition to approval by Redwire's Board of Directors (the 'Board'), the revised transaction has also been approved by a special committee of the Board composed entirely of directors who are independent both with respect to Redwire and AE Industrial Partners, LP and its affiliates ('AEI'). The Board has also approved a recommendation to Redwire's stockholders that they vote to approve the revised transaction. In connection with the revised transaction, entities affiliated with AEI, Genesis Park (through its affiliate Genesis Park II LP) and Bain Capital (through its affiliate BCC Redwire Aggregator, L.P.) 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, and 46.5% of Redwire's outstanding voting power held by persons other than by (i) AEI and (ii) (1) persons that Redwire has determined to be 'officers of Redwire' within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act') and (2) members of the Board who are (A) not members of the Redwire special committee and (B) affiliated with AEI, as of April 22, 2025, the record date for the Redwire Special Meeting. Additional information regarding the Amended Merger Agreement and financing may be found in a Form 8-K that will be filed today with the SEC. Advisors J.P. Morgan Securities LLC and GH Partners LLC are serving as financial advisors and Holland & Knight LLP is serving as legal advisor to Redwire. Roth Capital Partners is serving as financial advisor and Richards, Layton & Finger, P.A. is serving as legal advisor to the special committee of the Board. Citi and William Blair are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal advisor to Edge Autonomy. About Redwire Redwire Corporation (NYSE:RDW) is a global space infrastructure and innovation company enabling civil, commercial, and national security programs. Redwire's proven and reliable capabilities include avionics, sensors, power solutions, critical structures, mechanisms, radio frequency systems, platforms, missions, and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture. Redwire's approximately 750 employees working from 17 facilities located throughout the United States and Europe are committed to building a bold future in space for humanity, pushing the envelope of discovery and science while creating a better world on Earth. For more information, please visit Additional Information and Where to Find It Redwire filed the proxy statement and will file a supplement to the proxy statement on Form DEFR14A (the 'proxy supplement'). The information in the proxy statement and the proxy supplement is not complete and may be changed. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT, THE PROXY SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REDWIRE, EDGE AUTONOMY, THE TRANSACTION AND RELATED MATTERS. Stockholders are able to obtain free copies of the proxy statement, the proxy supplement and other documents filed with the SEC by the parties through the website maintained by the SEC at In addition, investors and stockholders will be able to obtain free copies of the proxy statement, the proxy supplement and other documents filed with the SEC by the parties on the investor relations section of Redwire's website at Participants in the Solicitation Redwire and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Redwire in respect of the proposed business combination contemplated by the proxy statement and the proxy supplement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Redwire, respectively, in connection with the proposed business combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement. Information regarding Redwire's directors and executive officers is contained in Redwire's Annual Report on Form 10-K for the year ended December 31, 2024 and its Proxy Statement on Schedule 14A, dated April 9, 2025, which are filed with the SEC. No Offer or Solicitation This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Forward-Looking Statements Readers are cautioned that the statements contained in this press release 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, as amended and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding our or the combined company's strategy, financial projections, including the prospective financial information provided in this press release, financial position, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards, contracts, objectives of management, entry into the potential business combination, expected benefits from the proposed business combination, expected performance of the combined company, and 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 of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. These factors and circumstances include, but are not limited to (1) risks associated with the continued economic uncertainty, including high inflation, effects of trade tariffs and other trade actions, supply chain challenges, labor shortages, increased labor costs, high interest rates, foreign currency exchange volatility, concerns of economic slowdown or recession and reduced spending or suspension of investment in new or enhanced projects; (2) the failure of financial institutions or transactional counterparties; (3) Redwire's limited operating history and history of losses to date as well as the limited operating history of Edge Autonomy and the relatively novel nature of the drone industry; (4) the inability to successfully integrate recently completed and future acquisitions, including the proposed business combination with Edge Autonomy, as well as the failure to realize the anticipated benefits of the transaction or to realize estimated projected combined company results; (5) the development and continued refinement of many of Redwire's and the combined company's proprietary technologies, products and service offerings; (6) competition with new or existing companies; (7) the possibility that Redwire's expectations and assumptions relating to future results and projections with respect to Redwire or Edge Autonomy may prove incorrect; (8) adverse publicity stemming from any incident or perceived risk involving Redwire, Edge Autonomy, the combined company, or their competitors; (9) unsatisfactory performance of our and the combined company's products resulting from challenges in the space environment, extreme space weather events, the environments in which drones operate, including in combat or other areas where hostilities may occur, or otherwise; (10) the emerging nature of the market for in-space infrastructure services and the market for drones and related services; (11) inability to realize benefits from new offerings or the application of our or the combined company's technologies; (12) the inability to convert orders in backlog into revenue; (13) our and the combined company's dependence on U.S. and foreign government contracts, which are only partially funded and subject to immediate termination, which may be affected by changes in government program requirements, spending priorities or budgetary constraints, including government shutdowns, or which may be influenced by the level of military activities and related spending, such as in or with respect to ongoing or future conflicts, including the war in Ukraine, or as a result of changes in international support for military assistance to Ukraine; (14) the fact that Redwire is and the combined company will be subject to stringent U.S. economic sanctions and trade control laws and regulations, as well as risks related to doing business in other countries, including those related to tariffs, trade restrictions and government actions; (15) the need for substantial additional funding to finance our and the combined company's operations, which may not be available when needed, on acceptable terms or at all; (16) the dilution of existing holders of Redwire common stock that will result from the issuance of additional shares of Redwire common stock as consideration for the acquisition of Edge Autonomy, as well as the issuance of Redwire common stock in any offering that may be undertaken in connection with such acquisition; (17) the fact that the issuance and sale of shares of Redwire preferred stock has reduced the relative voting power of holders of Redwire common stock and diluted the ownership of holders of our capital stock; (18) the ability to achieve the conditions to cause, or timing of, any mandatory conversion of the Redwire preferred stock into Redwire common stock; (19) the fact that AEI and Bain Capital and their affiliates have significant influence over us, which could limit your ability to influence the outcome of key transactions, as well as AEI's increased voting power resulting from its receipt of the Equity Consideration (as defined in the Amended Merger Agreement); (20) the fact that provisions in our Certificate of Designation with respect to our Redwire preferred stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; (21) the fact that our Redwire preferred stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; (22) the possibility of sales of a substantial amount of Redwire common stock by our current stockholders, as well as the equity owners of Edge Autonomy following consummation of the transaction, which sales could cause the price of Redwire common stock to fall; (23) the impact of the issuance of additional shares of Redwire preferred stock as paid-in-kind dividends on the price and market for Redwire common stock; (24) the volatility of the trading price of Redwire common stock; (25) risks related to short sellers of Redwire common stock; (26) Redwire's or the combined company's inability to report its financial condition or results of operations accurately or timely as a result of identified material weaknesses in internal control over financial reporting, as well as the possible need to expand or improve Edge Autonomy's financial reporting systems and controls; (27) the possibility that the closing conditions under the Amended Merger Agreement necessary to consummate the mergers will not be satisfied; (28) the effect of any announcement or pendency of the proposed business combination on Redwire's or Edge Autonomy's business relationships, operating results and business generally; (29) risks that the proposed business combination disrupts current plans and operations of Redwire or Edge Autonomy; (30) the ability of Redwire or the combined company to raise financing in connection with the proposed business combination or to finance its operations in the future; (31) the impact of any increase in the combined company's indebtedness incurred to fund working capital or other corporate needs, including the repayment of Edge Autonomy's outstanding indebtedness and transaction expenses incurred to acquire Edge Autonomy, as well as debt covenants that may limit the combined company's activities, flexibility or ability to take advantage of business opportunities, and the effect of debt service on the availability of cash to fund investment in the business; (32) the ability to implement business plans, forecasts and other expectations after the completion of the transaction, and to identify and realize additional opportunities; (33) costs related to the transactions; (34) a significant portion of Edge Autonomy's revenues result from sales to customers in Ukraine, which sales have been declining and may continue to decline in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine; and (35) other risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the SEC by Redwire. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward-looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and Redwire disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward-looking statements. View source version on CONTACT: Media Contacts: Tere Riley [email protected] OR Investors: [email protected] 904-425-1431 KEYWORD: UNITED STATES NORTH AMERICA FLORIDA INDUSTRY KEYWORD: ELECTRONIC DESIGN AUTOMATION SECURITY AEROSPACE SATELLITE MANUFACTURING TECHNOLOGY AUDIO/VIDEO DRONES OTHER TECHNOLOGY SCIENCE TELECOMMUNICATIONS SOFTWARE OTHER SCIENCE MOBILE/WIRELESS ENGINEERING SOURCE: Redwire Corporation Copyright Business Wire 2025. PUB: 06/09/2025 06:36 AM/DISC: 06/09/2025 06:35 AM
Business Wire
19 hours ago
- Business
- Business Wire
Redwire Announces Amendment to the Agreement and Plan of Merger to Acquire Edge Autonomy
JACKSONVILLE, Fla.--(BUSINESS WIRE)--Redwire Corporation (NYSE: RDW) ('Redwire' or the 'Company'), a leader in space infrastructure for the next generation space economy, announced today that it has amended the definitive agreement (the 'Amended Merger Agreement') to acquire Edge Autonomy Intermediate Holdings, LLC (together with its subsidiaries, 'Edge Autonomy'), a leading provider of field-proven uncrewed airborne system technology. As previously announced, Redwire will acquire Edge Autonomy from Edge Autonomy Ultimate Holdings, LP ('Seller') for $925 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses not paid or assumed by Seller. Under the terms of the Amended Merger Agreement, 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 Amended Merger Agreement provides that 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 Seller at the closing (the 'Seller Note'), on which interest will accrue at rates ranging from 15.00% to 18.00%, payable, at Redwire's option, 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 (as defined below) and a cash minimum return payment, depending on when repayment occurs, ranging from 1.20 to 1.50 times the principal amount being repaid. The Seller Note also will provide that Redwire must prepay amounts outstanding under the Seller Note with proceeds of certain equity or debt financings (subject to certain limitations). The Seller Note will mature on the date that is the earliest of (i) a change of control (as described in the Seller Note), or a sale of all or substantially all of the assets, of Redwire; (ii) the date that is ninety-one (91) days following the maturity date of certain existing Redwire or Edge Autonomy credit facilities; and (iii) an acceleration following an event of default (as defined in the Seller Note) (such date, the 'Maturity Date'). Additionally, TCBI Securities, Inc., doing business as Texas Capital Securities, 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, subject to the terms and conditions set forth in a commitment letter, dated May 23, 2025, under which a wholly-owned subsidiary of Redwire will be the lead borrower. Redwire also entered into an amendment on June 4, 2025, to that certain Credit Agreement, dated as of October 28, 2020, by and among certain of Redwire's subsidiaries, Adams Street Credit Advisors LP (the 'Existing Redwire Agent') and the lenders party thereto (as amended, modified, renewed, extended, restated and/or supplemented from time to time, the 'Redwire Credit Facility') whereby, subject to the consummation of the transaction, (i) the maturity date of the Redwire Credit Facility will be extended to April 28, 2027, (ii) commencing on January 1, 2026, the interest rate of the Redwire Credit Facility will be increased to match the interest rate under the debt facilities which Redwire will be entering into as of the consummation of the transaction and (iii) the Existing Redwire Agent will be granted a second lien on the equity interests of Edge Autonomy. Redwire intends to hold a stockholder meeting on June 9, 2025, as disclosed in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the 'SEC') on May 9, 2025 (the 'proxy statement'), at which time Redwire intends to adjourn the stockholder meeting until June 13, 2025 at 8:00 a.m. Eastern Time, by action of the chairman of the meeting, in accordance with Redwire's bylaws (as so adjourned and including any further postponements or adjournments thereof, the 'Redwire Special Meeting') in order to provide stockholders with additional time to review the amendment, the related proxy statement supplement, and all associated materials. Redwire intends 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 at the Redwire Special Meeting. In addition to approval by Redwire's Board of Directors (the 'Board'), the revised transaction has also been approved by a special committee of the Board composed entirely of directors who are independent both with respect to Redwire and AE Industrial Partners, LP and its affiliates ('AEI'). The Board has also approved a recommendation to Redwire's stockholders that they vote to approve the revised transaction. In connection with the revised transaction, entities affiliated with AEI, Genesis Park (through its affiliate Genesis Park II LP) and Bain Capital (through its affiliate BCC Redwire Aggregator, L.P.) 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, and 46.5% of Redwire's outstanding voting power held by persons other than by (i) AEI and (ii) (1) persons that Redwire has determined to be 'officers of Redwire' within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act') and (2) members of the Board who are (A) not members of the Redwire special committee and (B) affiliated with AEI, as of April 22, 2025, the record date for the Redwire Special Meeting. Additional information regarding the Amended Merger Agreement and financing may be found in a Form 8-K that will be filed today with the SEC. Advisors J.P. Morgan Securities LLC and GH Partners LLC are serving as financial advisors and Holland & Knight LLP is serving as legal advisor to Redwire. Roth Capital Partners is serving as financial advisor and Richards, Layton & Finger, P.A. is serving as legal advisor to the special committee of the Board. Citi and William Blair are serving as financial advisors, and Kirkland & Ellis LLP is serving as legal advisor to Edge Autonomy. About Redwire Redwire Corporation (NYSE:RDW) is a global space infrastructure and innovation company enabling civil, commercial, and national security programs. Redwire's proven and reliable capabilities include avionics, sensors, power solutions, critical structures, mechanisms, radio frequency systems, platforms, missions, and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture. Redwire's approximately 750 employees working from 17 facilities located throughout the United States and Europe are committed to building a bold future in space for humanity, pushing the envelope of discovery and science while creating a better world on Earth. For more information, please visit Additional Information and Where to Find It Redwire filed the proxy statement and will file a supplement to the proxy statement on Form DEFR14A (the 'proxy supplement'). The information in the proxy statement and the proxy supplement is not complete and may be changed. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT, THE PROXY SUPPLEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REDWIRE, EDGE AUTONOMY, THE TRANSACTION AND RELATED MATTERS. Stockholders are able to obtain free copies of the proxy statement, the proxy supplement and other documents filed with the SEC by the parties through the website maintained by the SEC at In addition, investors and stockholders will be able to obtain free copies of the proxy statement, the proxy supplement and other documents filed with the SEC by the parties on the investor relations section of Redwire's website at Participants in the Solicitation Redwire and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Redwire in respect of the proposed business combination contemplated by the proxy statement and the proxy supplement. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Redwire, respectively, in connection with the proposed business combination, including a description of their direct or indirect interests, by security holdings or otherwise, are set forth in the proxy statement. Information regarding Redwire's directors and executive officers is contained in Redwire's Annual Report on Form 10-K for the year ended December 31, 2024 and its Proxy Statement on Schedule 14A, dated April 9, 2025, which are filed with the SEC. No Offer or Solicitation This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Forward-Looking Statements Readers are cautioned that the statements contained in this press release 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, as amended and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding our or the combined company's strategy, financial projections, including the prospective financial information provided in this press release, financial position, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards, contracts, objectives of management, entry into the potential business combination, expected benefits from the proposed business combination, expected performance of the combined company, and 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 of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. These factors and circumstances include, but are not limited to (1) risks associated with the continued economic uncertainty, including high inflation, effects of trade tariffs and other trade actions, supply chain challenges, labor shortages, increased labor costs, high interest rates, foreign currency exchange volatility, concerns of economic slowdown or recession and reduced spending or suspension of investment in new or enhanced projects; (2) the failure of financial institutions or transactional counterparties; (3) Redwire's limited operating history and history of losses to date as well as the limited operating history of Edge Autonomy and the relatively novel nature of the drone industry; (4) the inability to successfully integrate recently completed and future acquisitions, including the proposed business combination with Edge Autonomy, as well as the failure to realize the anticipated benefits of the transaction or to realize estimated projected combined company results; (5) the development and continued refinement of many of Redwire's and the combined company's proprietary technologies, products and service offerings; (6) competition with new or existing companies; (7) the possibility that Redwire's expectations and assumptions relating to future results and projections with respect to Redwire or Edge Autonomy may prove incorrect; (8) adverse publicity stemming from any incident or perceived risk involving Redwire, Edge Autonomy, the combined company, or their competitors; (9) unsatisfactory performance of our and the combined company's products resulting from challenges in the space environment, extreme space weather events, the environments in which drones operate, including in combat or other areas where hostilities may occur, or otherwise; (10) the emerging nature of the market for in-space infrastructure services and the market for drones and related services; (11) inability to realize benefits from new offerings or the application of our or the combined company's technologies; (12) the inability to convert orders in backlog into revenue; (13) our and the combined company's dependence on U.S. and foreign government contracts, which are only partially funded and subject to immediate termination, which may be affected by changes in government program requirements, spending priorities or budgetary constraints, including government shutdowns, or which may be influenced by the level of military activities and related spending, such as in or with respect to ongoing or future conflicts, including the war in Ukraine, or as a result of changes in international support for military assistance to Ukraine; (14) the fact that Redwire is and the combined company will be subject to stringent U.S. economic sanctions and trade control laws and regulations, as well as risks related to doing business in other countries, including those related to tariffs, trade restrictions and government actions; (15) the need for substantial additional funding to finance our and the combined company's operations, which may not be available when needed, on acceptable terms or at all; (16) the dilution of existing holders of Redwire common stock that will result from the issuance of additional shares of Redwire common stock as consideration for the acquisition of Edge Autonomy, as well as the issuance of Redwire common stock in any offering that may be undertaken in connection with such acquisition; (17) the fact that the issuance and sale of shares of Redwire preferred stock has reduced the relative voting power of holders of Redwire common stock and diluted the ownership of holders of our capital stock; (18) the ability to achieve the conditions to cause, or timing of, any mandatory conversion of the Redwire preferred stock into Redwire common stock; (19) the fact that AEI and Bain Capital and their affiliates have significant influence over us, which could limit your ability to influence the outcome of key transactions, as well as AEI's increased voting power resulting from its receipt of the Equity Consideration (as defined in the Amended Merger Agreement); (20) the fact that provisions in our Certificate of Designation with respect to our Redwire preferred stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; (21) the fact that our Redwire preferred stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; (22) the possibility of sales of a substantial amount of Redwire common stock by our current stockholders, as well as the equity owners of Edge Autonomy following consummation of the transaction, which sales could cause the price of Redwire common stock to fall; (23) the impact of the issuance of additional shares of Redwire preferred stock as paid-in-kind dividends on the price and market for Redwire common stock; (24) the volatility of the trading price of Redwire common stock; (25) risks related to short sellers of Redwire common stock; (26) Redwire's or the combined company's inability to report its financial condition or results of operations accurately or timely as a result of identified material weaknesses in internal control over financial reporting, as well as the possible need to expand or improve Edge Autonomy's financial reporting systems and controls; (27) the possibility that the closing conditions under the Amended Merger Agreement necessary to consummate the mergers will not be satisfied; (28) the effect of any announcement or pendency of the proposed business combination on Redwire's or Edge Autonomy's business relationships, operating results and business generally; (29) risks that the proposed business combination disrupts current plans and operations of Redwire or Edge Autonomy; (30) the ability of Redwire or the combined company to raise financing in connection with the proposed business combination or to finance its operations in the future; (31) the impact of any increase in the combined company's indebtedness incurred to fund working capital or other corporate needs, including the repayment of Edge Autonomy's outstanding indebtedness and transaction expenses incurred to acquire Edge Autonomy, as well as debt covenants that may limit the combined company's activities, flexibility or ability to take advantage of business opportunities, and the effect of debt service on the availability of cash to fund investment in the business; (32) the ability to implement business plans, forecasts and other expectations after the completion of the transaction, and to identify and realize additional opportunities; (33) costs related to the transactions; (34) a significant portion of Edge Autonomy's revenues result from sales to customers in Ukraine, which sales have been declining and may continue to decline in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine; and (35) other risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the SEC by Redwire. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward-looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and Redwire disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward-looking statements.
Yahoo
6 days ago
- Business
- Yahoo
RDW Q1 Earnings Call: Revenue Misses Expectations, Management Focuses on Platform Expansion and M&A Integration
Aerospace and defense company Redwire (NYSE:RDW) missed Wall Street's revenue expectations in Q1 CY2025, with sales falling 30.1% year on year to $61.4 million. Its GAAP loss of $0.09 per share increased from -$0.17 in the same quarter last year. Is now the time to buy RDW? Find out in our full research report (it's free). Revenue: $61.4 million (30.1% year-on-year decline) EBITDA guidance for the full year is $87.5 million at the midpoint, above analyst estimates of $36.82 million Adjusted EBITDA Margin: -3.7% Backlog: $291.2 million at quarter end Market Capitalization: $1.14 billion Redwire's first quarter results were shaped by delays in U.S. government contract awards and shifting project timelines, which management attributed to administrative transitions at NASA and other agencies. CEO Peter Cannito cited a 'dynamic environment' in federal spending priorities, particularly for space and defense programs, and highlighted that some revenue shifted into later quarters. Recent wins in Europe partially offset lower U.S. activity, including a contract for the International Berthing and Docking Mechanism. Management acknowledged operational challenges, notably increased production costs and labor tied to new technology development for major contracts like I-Hab, which contributed to short-term margin pressure. Looking ahead, Redwire's guidance for the remainder of the year is underpinned by anticipated benefits from its acquisition of Edge Autonomy and a growing pipeline of larger bids. CFO Jonathan Baliff reaffirmed the company's combined forecast despite acknowledging 'volatility' in commercial and defense markets, stating that Redwire remains on track with its previously provided ranges. Management emphasized opportunities in autonomous systems and lunar exploration, noting expanding strategic partnerships and continued investment in in-space manufacturing. Cannito highlighted, 'Drones are here to stay,' pointing to increased defense spending in both the U.S. and Europe as a driver for new contract pursuits, although he cautioned that the market remains highly dynamic and subject to budgetary shifts. Management pointed to delayed U.S. contract awards, European market wins, and transition costs on new technologies as major factors impacting the latest quarter, while highlighting progress in platform expansion and M&A integration. European contract momentum: Redwire secured significant contracts in Europe, including providing docking systems for the European Space Agency's I-Hab module and a study contract for the ARRAKIHS dark matter mission, signaling deeper market penetration and organic capability development in the region. Lunar and space exploration partnerships: The company advanced its role in lunar missions by partnering with ispace-U.S., leveraging its prime contractor status on NASA's CLPS initiative. Management cited this as a move to pursue larger, end-to-end mission contracts beyond its historical subsystems focus. In-space manufacturing expansion: Redwire launched new drug development and cancer detection technologies to the International Space Station, expanding its PIL-BOX pharmaceutical platform. A new agreement with Espero Biomedicines aims to commercialize in-space drug crystallization, reflecting a diversification of revenue sources. Edge Autonomy acquisition progress: The acquisition of Edge Autonomy, which expands Redwire's footprint into autonomous airborne platforms, has received regulatory approvals and is expected to close in the next quarter. Management positioned this as transformational for the company's defense and multi-domain strategy. Tariff and supply chain resilience: Redwire's geographically distributed supply chain is designed to mitigate tariff risks, with U.S. and European manufacturing serving their respective markets. Management reported no material financial impact from current trade dynamics, and cited potential long-term benefits from increased investment in domestic manufacturing. Redwire's outlook is driven by integration of new capabilities, pursuit of larger contracts, and evolving defense and space spending priorities in both the U.S. and Europe. Edge Autonomy integration: Management expects the acquisition to broaden Redwire's offerings into autonomous systems, particularly drones, which are seeing increased defense spending. The company anticipates that Edge Autonomy's established manufacturing and higher gross margins will be accretive to Redwire's overall profitability as integration progresses. Pipeline of larger bids: Redwire is moving up the value chain by bidding as a prime contractor on entire mission platforms, not just subsystems. Management indicated that this strategy is enabling access to higher-value opportunities, especially in Europe, and could drive substantial backlog increases if successful. Market uncertainty and margin dynamics: While management described the current environment as 'highly dynamic' due to government budget transitions and program reprioritization, they see strong longer-term demand in space infrastructure and defense. However, near-term cost variability is expected as emerging technology contracts transition from development to production phases, with margin improvement anticipated as scale is achieved. In coming quarters, our analysts will monitor (1) the successful integration of Edge Autonomy and realization of expected margin improvements, (2) the timing and scale of new contract awards—especially in Europe and for lunar exploration, and (3) progress on commercializing in-space manufacturing capabilities. Developments in U.S. and European defense budgets and any shifts in space program funding will also be critical to Redwire's outlook. Redwire currently trades at a forward EV-to-EBITDA ratio of 18.5×. In the wake of earnings, is it a buy or sell? Find out in our full research report (it's free). The market surged in 2024 and reached record highs after Donald Trump's presidential victory in November, but questions about new economic policies are adding much uncertainty for 2025. While the crowd speculates what might happen next, we're homing in on the companies that can succeed regardless of the political or macroeconomic environment. Put yourself in the driver's seat and build a durable portfolio by checking out our Top 9 Market-Beating Stocks. This is a curated list of our High Quality stocks that have generated a market-beating return of 183% over the last five years (as of March 31st 2025). Stocks that made our list in 2020 include now familiar names such as Nvidia (+1,545% between March 2020 and March 2025) as well as under-the-radar businesses like the once-small-cap company Exlservice (+354% five-year return). Find your next big winner with StockStory today. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
