Item 8.01 - Other Events.
On October 3, 2022, the Investor, in connection with the Guaranty, agreed to provide the Company on the date of Completion with up to $40 million of equity financing (the “Equity Commitment”) to be used by the Purchaser to fund the Acquisition and for other permitted uses, in cash by wire transfer of immediately available funds in exchange for the purchase of equity-linked securities (the "Equity-Linked Securities") of the Company pursuant to that certain equity commitment letter dated October 3, 2022, from the Investor and accepted and agreed to by the Purchaser and the Company (the “Equity Commitment Letter”). The Equity Commitment Letter contains customary representations and warranties of the Company and the Investor.
Pursuant to the Equity Commitment Letter, the Equity Commitment is conditioned upon, among others, (i) the execution and delivery of the Purchase Agreement, and satisfaction of all closing conditions and pre-completion obligations thereunder; (ii) the Company having taken such actions as necessary to cause the Equity-Linked Securities to be issued; (iii) neither the Company nor any of its subsidiaries having issued or entered into any agreement to issue any equity interests, subject to certain exceptions, (iv) the representations and warranties of Company included in the Equity Commitment Letter being true and correct at the time of Completion and (v) the execution and delivery of a credit agreement amendment (the “Amendment”) which amends the Credit Agreement, dated as of October 28, 2020 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), by and among the Redwire Holdings, LLC, Redwire Intermediate Holdings, LLC, the other borrowers party thereto, the other guarantors party thereto, Adams Street Credit Advisors LP, as administrative agent and as collateral agent and each lender party thereto, and whereby the Amendment will provide that the Fourth Amendment Support Agreement (as defined in the Credit Agreement) will be reduced by the aggregate amount required to be paid by the Guarantors (as defined therein) pursuant to the Equity Commitment Letter or Clause 23 of the Purchase Agreement.
The Equity Commitment Letter will terminate if the Purchase Agreement is terminated in accordance with its terms, apart from certain surviving obligations.
Forward-Looking Statements
This Current Report 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, and the financial and other effects following the proposed acquisition. These forward-looking statements are subject to a number of risks and uncertainties including, among others, Redwire's ability to complete the acquisition and the financing for the transaction, including completion of the definitive documents with respect to the Equity Commitment Letter and/or securing other potential financing sources. 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.