$80 Million Investment from Bain Capital
and AE Industrial Partners to Finance Acquisition and Support
Growth Initiatives
Redwire Corporation (NYSE: RDW), a leader in critical space
infrastructure for the next generation space economy, announced
today that the Company has completed its previously announced
acquisition of Belgium-based commercial space business, QinetiQ
Space NV (“Space NV”). The Company also announced today that Bain
Capital and AE Industrial Partners (“AEI”) together will make an
investment of $80 million in the form of equity-linked securities
that will be used to finance the Space NV acquisition and to
support Redwire’s growth initiatives.
The transaction expands Redwire’s portfolio through Space NV’s
complementary core space infrastructure offerings including
advanced payloads, small satellite technology, berthing and docking
equipment and space instruments. Joining Space NV’s business with
Redwire enhances the Company’s scale and innovation capabilities
across numerous high-growth space areas and provides an expanded
total addressable market and increased exposure to European
customers, including the European Space Agency (ESA) and the
Belgian Science Policy Office (BELSPO).
“We are thrilled to complete our acquisition of Space NV and
close this important financing with Bain Capital and AEI,” said
Peter Cannito, Chairman and Chief Executive Officer of Redwire.
“This is another step toward demonstrating that Redwire is a pure
play public space platform that can effectively scale through
organic and inorganic growth to achieve operating leverage for the
business. Space NV adds significant flight heritage, innovation,
profitable topline growth, broader access to addressable markets
and a significant backlog. The addition of Space NV and the growth
capital from Bain Capital and AEI leave us well positioned for the
future.”
As previously announced, under the terms of the agreement,
Redwire paid €32 million, subject to customary working capital
adjustments, to QinetiQ Group plc (“QinetiQ Group”). The Company
continues to anticipate the transaction will be accretive to
Redwire’s revenue, Adjusted EBITDA and free cash flow, after giving
effect to the financing. The Company also continues to anticipate
integrating Space NV into Redwire without disruption to either
business, maintaining Space NV’s existing facilities, management
and operational structures.
Bain Capital / AE Industrial Partners
Investment
Bain Capital and AEI together will make an $80 million
investment in the form of equity-linked securities that will be
used to finance the Space NV acquisition. In addition to funding
the Space NV acquisition, Redwire intends to utilize the funds
provided by Bain Capital and AEI to continue capitalizing on the
growing market for space infrastructure with opportunities to
achieve higher revenue and profitability in 2023 and beyond. This
will include:
- Investing in current capabilities to meet the significant
demand by national security customers and expand Redwire’s civil
and commercial offerings;
- Expanding and diversifying Redwire’s global infrastructure
offerings; and
- Strengthening Redwire’s balance sheet to improve strategic
flexibility and operational leverage.
“Bain Capital and AEI’s investment represents a strong vote of
confidence in Redwire’s position as a leader in the
commercialization of space and our strategy of providing critical
infrastructure to drive growth and profitability,” said Jonathan
Baliff, Chief Financial Officer of Redwire. “AEI and Bain Capital
are proven leaders in the aerospace and space industry with strong
track records of building great companies.”
Under the terms of the investment agreements with each of Bain
Capital and AEI, they will hold, in the aggregate, $80 million of
newly issued Series A Convertible Preferred Stock in Redwire, with
Bain Capital holding $50 million and AEI holding $30 million. The
securities will be convertible into shares of Redwire common stock
at a conversion price of $3.05 per share, subject to customary
anti-dilution and price protective adjustments. The initial
conversion price represents a 25% premium to the trading price of
Redwire’s common stock prior to the signing of the Space NV
purchase agreement. The preferred stock can be converted into
common stock at any time by the investors, and are subject to
mandatory conversion upon thresholds related to the Company’s
market capitalization and profitability metrics.
In connection with the investment, the Company will expand the
size of its Board of Directors with Bain Capital appointing one
member to the Board.
Additional information regarding the acquisition and financing
may be found in a Form 8-K that will be filed today with the U.S.
Securities and Exchange Commission.
Advisors
Jefferies LLC served as financial advisor and Kirkland &
Ellis LLP served as legal advisor to Redwire. Kroll, LLC served as
financial advisor and Osborne Clarke served 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.
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
acquisition of Space NV and the investments made by Bain Capital
and AEI in the Company. These forward-looking statements are
subject to a number of risks and uncertainties, including the
ability of the Company to integrate the completed acquisition of
Space NV or a failure to realize the benefits of the Space NV
acquisition and Bain Capital and AEI investments to the extent
currently anticipated by us, or at all. 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221031005920/en/
Media: Tere Riley Tere.Riley@redwirespace.com
321-831-0134
Investors: investorrelations@redwirespace.com
904-425-1431
Redwire (NYSE:RDW)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Redwire (NYSE:RDW)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024