Grows Redwire Platform in Europe with
Profitable Revenue and Backlog Expansion
Expected to Be Accretive to Adjusted EBITDA and
Free Cash Flow Upon Closing
Transaction Financing Commitment from AE
Industrial Partners
Redwire Corporation (NYSE: RDW), a leader in critical space
infrastructure for the next generation space economy, announced
today that the Company has entered into a definitive agreement with
QinetiQ Group plc (“QinetiQ Group”) to acquire its QinetiQ Space NV
(“Space NV”) business, a Belgium-based commercial space business
providing design and integration of critical space infrastructure
and other instruments for end-to-end space missions. Under the
terms of the agreement, Redwire will acquire Space NV for €32
million, subject to customary working capital adjustments. Upon
closing, the transaction is expected to be accretive to Redwire’s
Adjusted EBITDA and free cash flow.
Founded in 1983, the Space NV business has over 35 years of
mission heritage in orbit, delivering observation, platforms,
science, navigation and secure communications critical
infrastructure to civil and commercial space customers, including
the European Space Agency (ESA) and the Belgian Science Policy
Office (BELSPO). Space NV’s core product offerings complement
Redwire’s portfolio and include advanced payloads, small satellite
technology, berthing and docking equipment and space instruments.
Space NV is expected to provide Redwire with enhanced scale and
innovation capabilities across numerous high-growth space areas, an
expanded total addressable market and increased exposure to
European customers.
“Space NV has a long and successful history of operating in
space and deploying leading space innovation for their customers,
including ESA, BELSPO, and many European commercial space
companies. Space NV’s values align perfectly with Redwire’s
‘Heritage plus Innovation’ positioning and proven performance,
supporting NASA, the Luxembourg Space Agency (LSA), U.S. national
security and many multi-national commercial space entities,” said
Peter Cannito, Chairman and Chief Executive Officer of Redwire.
“Space NV is expected to provide Redwire with increased scale,
broader access to addressable markets and significant backlog to
bolster our growth platform. Redwire and Space NV together equate
to over 100 years of combined history and expertise supporting some
of the most stalwart space customers in the world. These deep
customer relationships are foundational to our future growth.”
Space NV has experienced profitable topline growth and features
a strong financial profile. For the year ended March 31, 2022, as
reported by QinetiQ Group, Space NV recorded €49 million of revenue
and €3 million of profit after taxes. The transaction is expected
to meaningfully increase Redwire’s revenue by leveraging Space NV’s
attractive customer base and increase access to multiple new market
opportunities. As of March 31, 2022, Space NV had contracted
backlog of €113 million.
Space NV has independent facilities, management and operations,
which is expected to enable a seamless transition upon closing of
the transaction. Redwire will utilize Space NV’s existing
management and operational structures and anticipates integrating
the companies without disruption to either business.
Erik Masure, Managing Director of Space NV, said, “We are
excited to be combining our business with Redwire, a leader in
space infrastructure well positioned to help us continue delivering
on Space NV’s potential in the international space market. We are
confident that Space NV will benefit from Redwire’s expertise,
talented team and leading infrastructure, and look forward to the
future growth opportunities ahead for our business and employees.
Joining forces with Redwire is an ideal path forward for Space NV
as we continue to design and deliver mission successes to our
customers.”
Transaction Financing and Closing
Redwire has received financing commitments for equity-linked
securities from AE Industrial Partners. After giving effect to this
financing, the transaction is expected to be financially
accretive.
The transaction is subject to customary approvals and closing
conditions and is expected to close in the fourth quarter of
2022.
Transaction Conference Call
Management will conduct a conference call starting at 9:00 a.m.
ET on Monday, October 3, 2022 to discuss the transaction. The
dial-in number for the live call is 877-485-3108 (toll free) or
201-689-8264 (toll), and the conference ID is 13733411. Redwire
will live stream a presentation with slides during the call. Please
use the following link to follow along with the live stream:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=If4RVn7Z.
A telephone replay of the call will be available for two weeks
following the event by dialing 877-660-6853 (toll-free) or
201-612-7415 (toll) and entering the access code 13733411. The
accompanying investor presentation will be available on October 3,
2022 on the investor section of Redwire’s website at
ir.redwirespace.com.
Advisors
Jefferies LLC is serving as financial advisor and Kirkland &
Ellis LLP is serving as legal advisor to Redwire. Kroll, LLC is
serving as financial advisor and Osborne Clarke is serving as legal
advisor to QinetiQ Group.
About Redwire
Redwire Corporation (NYSE: RDW) is a leader in space
infrastructure for the next generation space economy, with valuable
IP for solar power generation and in-space 3D printing and
manufacturing. With decades of flight heritage combined with the
agile and innovative culture of a commercial space platform,
Redwire is uniquely positioned to assist its customers in solving
the complex challenges of future space missions. For more
information, please visit www.redwirespace.com.
About QinetiQ
QinetiQ (QQ.L) is a leading science and engineering company
operating primarily in the defence and security markets. We work in
partnership with our customers to solve real world problems through
innovative solutions delivering operational and competitive
advantage. Visit our website www.QinetiQ.com. Follow us on LinkedIn
and Twitter @QinetiQ. Visit our blog www.QinetiQ-blogs.com.
About QinetiQ Space NV
QinetiQ Space NV has accumulated over 35 years of mission
heritage in orbit, delivering Earth observation, platforms,
mechanisms, and science instruments in the space sector. Whether
it’s extending the capabilities and possibilities of human space
exploration, improving the performance and potential of satellite
technology or the development of increasingly sophisticated docking
systems, QinetiQ Space NV is a trusted partner for designing and
delivering mission success.
Forward-Looking Statements
This press release contains “forward-looking statements” about
Redwire's future expectations, plans, outlook, projections and
prospects. Such forward-looking statements can be identified by the
use of words such as “should,” “may,” “intends,” “anticipates,”
“believes,” “estimates,” “projects,” “forecasts,” “expects,”
“plans,” “proposes” and similar expressions. or the negative of
these terms or other comparable terminology, although not all
forward-looking statements contain these words. Although Redwire
believes that the expectations reflected in these forward-looking
statements are based on reasonable assumptions. these statements
involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to
be materially different from the information expressed or implied
by these forward-looking statements. Forward-looking statements in
this communication include, but are not limited to, Redwire’s
proposed acquisition of Space NV, including the timing and
structure of the transaction, the financing of the transaction, the
likelihood and ability of the parties to successfully consummate
the proposed acquisition, including the receipt of required
regulatory approvals, and the financial and other effects following
the proposed acquisition. These forward-looking statements are
subject to a number of risks and uncertainties. You are urged to
carefully review and consider any cautionary statements and other
disclosures, including the statements made under the heading “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2021 and our quarterly reports on Form 10-Q for the
quarters ended March 31, 2022 and June 30, 2022. Furthermore, if
the forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In addition, you are cautioned that
past performance may not be indicative of future results. In light
of the significant uncertainties in these forward-looking
statements, you should not rely on these statements in making an
investment decision or regard these statements as a representation
or warranty by us or any other person that we will achieve our
objectives and plans in any specified time frame, or at all.
Forward-looking statements speak only as of the date of the
document in which they are contained, and Redwire does not
undertake any duty to update any forward-looking statements except
as may be required by law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this communication.
Non-GAAP Financial Information
This press release contains financial measures that have not
been prepared in accordance with United States Generally Accepted
Accounting Principles (“U.S. GAAP”). These financial measures
include Adjusted EBITDA and Free Cash Flow.
Redwire uses Adjusted EBITDA to evaluate our operating
performance, generate future operating plans, and make strategic
decisions, including those relating to operating expenses and the
allocation of internal resources. Redwire uses Free Cash Flow as a
useful indicator of liquidity to evaluate our period-over-period
operating cash generation that will be used to service our debt,
and can be used to invest in future growth through new business
development activities and/or acquisitions, among other uses. Free
Cash Flow does not represent the total increase or decrease in our
cash balance, and it should not be inferred that the entire amount
of free cash flow is available for discretionary expenditures,
since we have mandatory debt service requirements and other
non-discretionary expenditures that are not deducted from this
measure.
These Non-GAAP financial performance measures are used to
supplement the financial information presented on a U.S. GAAP basis
and should not be considered in isolation or as a substitute for
the relevant U.S. GAAP measures and should be read in conjunction
with information presented on a U.S. GAAP basis. Because not all
companies use identical calculations, our presentation of Non-GAAP
measures may not be comparable to other similarly titled measures
of other companies.
Adjusted EBITDA is defined as net income (loss) adjusted for
interest expense (income), income tax (benefit) expense,
depreciation and amortization, impairment expense, acquisition deal
costs, acquisition integration costs, acquisition earnout costs,
purchase accounting fair value adjustment related to deferred
revenue, severance costs, capital market and advisory fees,
write-off of long-lived assets, equity-based compensation,
committed equity facility transaction costs, and warrant liability
fair value adjustments. Free Cash Flow is computed as net cash
provided by (used in) operating activities less capital
expenditures.
QinetiQ Space NV Financial Information
Financial information of QinetiQ Space NV is presented as of and
for the year ended March 31, 2022, which is the most recently
completed fiscal year for QinetiQ Space NV, and calculated in
accordance with International Financial Reporting Standard
(“IFRS”), whereas Redwire calculates its financial statements in
accordance with U.S. GAAP and has a fiscal year end of December 31.
The financial information of QinetiQ Space NV contained in this
press release is based on data available to Redwire provided by
QinetiQ Group. Such financial information has not been audited by
Redwire or its auditors and is subject to change. The financial
metrics and key performance indicators of QinetiQ Space NV may not
be comparable to Redwire’s financial metrics of the same or similar
name.
QinetiQ Space NV Key Performance Indicators
Contracted backlog is a key performance indicator calculated by
Space NV. Space NV defines contracted backlog as the expected
future value of revenue from contractually committed and funded
customer orders. This information is based on data available to
Redwire provided by QinetiQ Group. Contracted backlog is subject to
change and may not be comparable to Redwire’s key performance
indicators of the same or similar name.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221002005103/en/
Media Contact: Tere Riley Tere.Riley@redwirespace.com
321-831-0134
Investors: investorrelations@redwirespace.com
904-425-1431
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