Redwire Corp DEFA14A, filed Apr 3, 2025

Redwire Corp (RDW)

DEFA14A 2025-04-03

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Delaware (State or other jurisdiction of incorporation or organization)	001-39733 (Commission File Number)	88-1818410 (I.R.S. Employer Identification Number)
8226 Philips Highway, Suite 101 Jacksonville, Florida 32256
(Address of principal executive offices and zip code)
(650) 701-7722
(Registrant's telephone number, including area code)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RDW	New York Stock Exchange


Exhibit No.						Description
23.1						Consent of PwC, Independent Auditor of Edge Autonomy.
99.1						Audited consolidated financial statements of Edge Autonomy Intermediate Holdings, LLC and its subsidiaries as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022.
99.2						Unaudited Pro Forma Condensed Combined Balance Sheet of Redwire Corporation and Edge Autonomy Intermediate Holdings, LLC as of December 31, 2024 and the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) of Redwire Corporation and Edge Autonomy Intermediate Holdings, LLC for the year ended December 31, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


Redwire Corporation

By:			/s/ Jonathan Baliff
Name:			Jonathan Baliff
Title:			Chief Financial Officer and Director


			Page
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			1

Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2024			3
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2024			5

Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 1 – Basis of Presentation			6
Note 2 – Significant Accounting Policies			6
Note 3 – Reclassification Adjustments			6
Note 4 – Debt Financing			9

Note 5 – Warrants Exercise			10
Note 6 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet			10
Note 7 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss)			13
Note 8 – Net Income (Loss) Per Share			13


REDWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2024
(In thousands of U.S. dollars)

	Redwire (Historical)		Edge Autonomy (Historical Adjusted) (Note 3)		Debt Financing Adjustments		Notes	Warrants Exercise		Notes	Transaction Accounting Adjustments		Notes	Pro Forma Combined
Assets
Current assets:
Cash, cash equivalents and restricted cash	$	49,071	$	55,941	$	242,088	4(A)	$	82,862	5(A)	$	(150,000)	6(A)	$	78,576
											(128,173)		6(B)
											(17,272)		6(C)
											(55,941)		6(D)
Contract assets	43,044		—		—			—			—			43,044
Accounts receivable, net	21,905		13,238		—			—			—			35,143
Inventory	2,239		35,726		—			—			—			37,965
Income tax receivable	666		—		—			—			—			666
Prepaid insurance	975		391		—			—			—			1,366
Prepaid expenses and other current assets	8,025		5,005		555		4(A)	—			(668)		6(B)	12,917
Total current assets	125,925		110,301		242,643			82,862			(352,054)			209,677
Property, plant and equipment, net	17,837		17,552		—			—			—			35,389
Right-of-use assets	15,277		9,594		—			—			—			24,871
Intangible assets, net	61,788		29,460		—			—			231,872		6(E)	323,120
Goodwill	71,161		32,088		—			—			551,397		6(A)	393,684

											(231,872)		6(E)
											(13,122)		6(D)
											61,191		6(F)
											(77,159)		6(G)
Deferred tax asset	72		9,066		—			—			—			9,138
Other non-current assets	557		660		2,225		4(A)	—			(557)		6(B)	2,885
Total assets	$	292,617	$	208,721	$	244,868		$	82,862		$	169,696		$	998,764


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Year Ended December 31, 2024
(In thousands of U.S. dollars, except share data)

	Redwire (Historical)		Edge Autonomy (historical Adjusted) (Note 3)		Debt Financing Adjustments		Notes	Transaction Accounting Adjustments		Notes	Pro Forma Combined
Revenues	$	304,101	$	194,983	$	—		$	—		$	499,084
Cost of sales	259,646		100,113		—			—			359,759
Gross profit	44,455		94,870		—			—			139,325
Operating expenses:
Selling, general and administrative expenses	71,398		50,501		—			32,249		7(A)	154,148


Research and development	6,128		14,952		—			—			21,080
Transaction expenses	9,129		3,132		—			17,272		7(B)	29,533
Operating income (loss)	(42,200)		26,285		—			(49,521)			(65,436)
Interest expense, net	13,483		6,296		25,746		4(B)	(19,779)		7(C)	25,746
Other (income) expense, net	60,648		(374)		—			2,080		7(D)	62,354
Income (loss) before income taxes	(116,331)		20,363		(25,746)			(31,822)			(153,536)
Income tax expense (benefit)	(2,020)		4,590		(6,794)		4(C)	(8,075)		7(E)	(12,299)
Net income (loss)	(114,311)		15,773		(18,952)			(23,747)			(141,237)
Net income (loss) attributable to noncontrolling interests	4		—		—			—			4
Net income (loss) attributable to Redwire Corporation	$	(114,315)	$	15,773	$	(18,952)		$	(23,747)		$	(141,241)
Dividends on Convertible Preferred Stock	41,052		—		—			—			41,052
Net income (loss) available to common shareholders	(155,367)		15,773		(18,952)			(23,747)			(182,293)
Foreign currency translation gain (loss), net of tax	(1,407)		(4,675)		—			—			(6,082)
Total comprehensive income (loss)	$	(115,722)	$	11,098	$	(18,952)		$	(23,747)		$	(147,323)

Net income (loss) per share:
Basic and diluted	$	(2.35)									$	(1.50)
Weighted-average shares outstanding:
Basic and diluted	66,146,155										121,770,950


UNAUDITED CONDENSED COMBINED BALANCE SHEET
As of December 31, 2024
(In thousands of U.S. dollars)
Redwire presentation	Edge Autonomy presentation	Edge Autonomy (Historical)		Reclassification Adjustments		Notes	Edge Autonomy Historical Adjusted
Assets	Assets
Current assets:	Current assets:
Cash, cash equivalents and restricted cash	Cash	$	50,411	$	5,530	(A)	$	55,941
	Restricted cash	5,530		(5,530)		(A)	—
Accounts receivable, net	Accounts receivable, net of allowance for credit losses	13,238		—			13,238
Inventory	Inventories	35,726		—			35,726
Prepaid insurance		—		391		(B)	391
Prepaid expenses and other current assets	Prepaid expenses and other current assets	5,396		(391)		(B)	5,005
Total current assets	Total current assets	110,301		—			110,301
Property, plant and equipment, net	Property and equipment, net	17,552		—			17,552
Right-of-use assets	Operating lease right-of-use assets	9,594		—			9,594
Intangible assets, net		—		29,460		(C)	29,460
	Customer relationships, net	18,628		(18,628)		(C)	—
	Technology, net	9,614		(9,614)		(C)	—
	Other intangible assets	1,218		(1,218)		(C)	—
Goodwill	Goodwill	32,088		—			32,088
Deferred tax assets	Deferred tax asset	9,066		—			9,066
Other non-current assets	Other non-current assets	660		—			660
Total assets	Total assets	$	208,721	$	—		$	208,721
Liabilities, convertible preferred stock and equity (deficit)	Liabilities and Members' Equity
Current liabilities:	Current liabilities:
Accounts payable	Accounts payable	$	3,972	$	—		$	3,972

Short-term operating lease liabilities	Short-term operating lease liabilities	1,143		—			1,143

Accrued expenses	Accrued expenses	10,823		918		(D)	11,741
Deferred revenue	Deferred revenue	34,267		—			34,267
Other current liabilities	Other current liabilities	2,420		(918)		(D)	1,502
Total current liabilities	Total current liabilities	52,625		—			52,625
Long-term debt, net	Long-term debt, net	69,063		—			69,063
Long-term operating lease liabilities	Long-term operating lease liabilities	8,825		—			8,825



Other non-current liabilities	Other non-current liabilities	1,049		—			1,049
Total liabilities	Total liabilities	131,562		—			131,562

Shareholders’ Equity (Deficit)	Members' equity

Common stock, $0.0001 par value	Units	53,416		—			53,416


Accumulated deficit	Retained earnings	30,956		—			30,956
Accumulated other comprehensive income (loss)	Accumulated other comprehensive loss	(7,213)		—			(7,213)


Total equity (deficit)	Members' equity	77,159		—			77,159
Total liabilities, convertible preferred stock and equity (deficit)	Total liabilities and members' equity	$	208,721	$	—		$	208,721


A.			Reclassification of "Restricted cash" as reported by Edge Autonomy to "Cash, cash equivalents and restricted cash" as reported by Redwire.

B.			Reclassification of prepaid insurance from "Prepaid expenses and other current assets" as reported by Edge Autonomy to "Prepaid insurance" as reported by Redwire.

C.			Reclassification of "Customer relationships, net", "Technology, net", and "Other intangible assets" as reported by Edge Autonomy to "Intangible assets, net" as reported by Redwire.

D.			Reclassification of certain payroll related liabilities reported as "Other current liabilities" by Edge Autonomy to "Accrued expenses" as reported by Redwire.


UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the year ended December 31, 2024
(In thousands of U.S. dollars)
Redwire presentation	Edge Autonomy presentation	Edge Autonomy (Historical)		Reclassification Adjustments		Notes	Edge Autonomy Historical Adjusted
Revenues	Revenue	$	194,983	$	—		$	194,983
Cost of sales	Cost of sales	100,113		—			100,113
Gross profit	Gross profit	94,870		—			94,870
Operating expenses:	Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	47,550		2,951		(E)	50,501
Research and development	Research and development expenses	14,952		—			14,952
Transaction expenses	Transaction expenses	3,132		—			3,132

Operating income (loss)	Income from operations	29,236		(2,951)			26,285
Interest expense, net	Interest expense, net	6,296		—			6,296
Other (income) expense, net	Other expense, net	2,577		(2,951)		(E)	(374)
Income (loss) before income taxes	Income before income taxes	20,363		—			20,363
Income tax expense (benefit)	Provision for income taxes	4,590		—			4,590
Net income (loss)	Net income	15,773		—			15,773




Foreign currency translation gain (loss), net of tax	Net foreign currency translation adjustment	(4,675)		—			(4,675)
Total comprehensive income (loss)	Comprehensive income	$	11,098	$	—		$	11,098



E.			Reclassification of board compensation and management fees paid to AE Industrial Partners presented as "Other (income) expense, net" by Edge Autonomy to "Selling, general and administrative expenses" as reported by Redwire. Upon consummation of the Merger, management fees will no longer be paid to AE Industrial Partners.


A.			Redwire currently plans to issue $225 million of term debt and secure a $100 million revolving credit facility. Based on current negotiations with potential lenders, the term debt and revolving credit facility will accrue interest at an annual rates based on Secured Overnight Financing Rate (“SOFR”) plus 5.50%. Principal repayments of the term debt amount to 1% of the face value and will be due annually, with the remaining balance due at maturity in 2031. Principal repayment of the revolving credit facility will be due at maturity in 2030. Proceeds from the term debt and approximately $25 million drawn from the revolving credit facility will be used to settle Redwire’s existing debt and fund the cash portion of the Merger consideration. The pro forma effects of the debt financing are as follows:


(In thousands of U.S. dollars)	Long-term debt, net		Short-term debt, including current portion of long-term debt		Prepaid expenses and other current assets		Other non-current assets		Cash, cash equivalents and restricted cash
Issuance of new debt:
Borrowings under the term loan credit agreement	$	222,750	$	2,250	$	—	$	—	$	225,000
Debt issuance costs on term loan	(5,132)		—		—		—		(5,132)
Borrowings under the revolving credit facility	25,000		—		—		—		25,000
Debt issuance costs on revolving credit facility	—		—		555		2,225		(2,780)
Pro forma adjustments for new issuance(1)	$	242,618	$	2,250	$	555	$	2,225	$	242,088


B.			Represents an increase to interest expense of $25.7 million for the year ended December 31, 2024, which includes the following:


C.			Represents the income tax effect of the debt financing adjustments calculated using an estimated tax rate of 26.39%. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information depending on post-Merger activities and the geographical mix of taxable income.



A.			Subsequent to December 31, 2024, 7,205,399 of Redwire's public warrants were exercised and converted into 7,205,399 shares of Redwire's common stock at the exercise price of $11.50 per share for proceeds of $82.9 million. Proceeds from the exercise of these warrants were factored into management's estimates for debt financing needed to settle the cash consideration for the Merger. As such, an adjustment has been included to give effect to the exercise of the warrants as if they had occurred on December 31, 2024.


A.			The unaudited pro forma condensed combined financial information reflects the acquisition of Edge Autonomy for an estimated preliminary purchase consideration of $551 million. The fair value of the purchase consideration expected to be transferred on the closing date includes:


(In thousands of U.S. dollars, except share price and shares)	Amount
Number of shares to be issued by Redwire	48,419
Share price as of March 31, 2025	$	8.29
Estimated equity consideration	$	401,397
Cash consideration	99,395
Total estimated purchase price	$	500,792
Settlement of Seller's debt	15,450
Settlement of Seller's transaction expenses	35,155
Total estimated consideration transferred	$	551,397


(In thousands of U.S. dollars)	Year Ended December 31, 2024
Interest on borrowings under the term loan credit agreement(1)	$	22,727
Interest on borrowings under the revolving credit facility(2)	3,019
Total pro forma interest expense adjustment	$	25,746


(In thousands of U.S. dollars)	Year Ended December 31, 2024
Increase of 0.125%	$	310
Decrease of 0.125%	$	(310)


(In thousands of U.S. dollars, except share price)	Share Price		Estimated Purchase Consideration
Increase of 10%	$	9.12	$	591,537

Decrease of 10%	$	7.46	$	511,257


	(In thousands of U.S. dollars)
Assets:

Accounts receivable, net	$	13,238
Inventory	35,726
Prepaid insurance	391
Prepaid expenses and other current assets	5,005
Property, plant and equipment, net	17,552
Right-of-use assets	9,594
Intangible assets, net	261,332
Deferred tax asset	9,066
Other non-current assets	660
Total assets	352,564

Liabilities:
Accounts payable	3,972
Short-term operating lease liabilities	1,143
Accrued expenses	11,741
Deferred revenue	34,267
Other current liabilities	1,502
Long-term operating lease liabilities	8,825
Deferred tax liability	61,191
Other non-current liabilities	1,049
Total liabilities	123,690
Net assets acquired	228,874
Estimated purchase consideration	551,397
Estimated goodwill	$	322,523


B.			Represents the settlement of outstanding principal balance and accrued interest related to Redwire’s debt facilities, which will be refinanced concurrently with the closing of the Merger. The settlement of this debt would result in a loss on extinguishment. An adjustment for the loss on extinguishment has been reflected in Retained earnings (accumulated deficit). The pro forma effects of the settlement of Redwire's debt facilities are as follows:


C.			Reflects the adjustment to cash and cash equivalents and Redwire’s retained earnings to record the estimated acquisition costs to be incurred by Redwire in connection with the Merger.

D.			Represents the settlement of Edge Autonomy's outstanding indebtedness.


E.			Represents the net adjustment to the estimated fair value of intangible assets acquired in the Merger. Preliminary identifiable intangible assets in the pro forma financial information are provided in the table below. The amortization related to these identifiable intangible assets is calculated on a straight-line basis over the estimated useful life and is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations and comprehensive income (loss). The identifiable intangible assets and related amortization are preliminary and are based on management’s estimates after consideration of similar transactions.


	Estimated Fair Value		Estimated Useful Life
	(In thousands of U.S. dollars)		(in years)
Trade name	$	13,067	15
Customer relationships	91,466		6
Technology	156,799		8
Total	261,332
Eliminate historical Edge Autonomy intangible assets carrying value	29,460
Pro Forma Adjustment	$	231,872


F.			Represents the adjustment to the deferred tax asset and the deferred tax liability balances associated with the incremental differences in the book and tax basis created from the preliminary purchase price allocation, primarily resulting from the closing date value of intangible assets. Deferred taxes are established based on a statutory tax rate based on jurisdictions where income is generated. The effective tax rate of Redwire following the Merger could be significantly different (either higher or lower) depending on post-Merger activities, including repatriation decisions, cash needs and the geographical mix of income. This determination is preliminary and subject to change based upon the final determination of the fair value of the identifiable intangible assets and liabilities.

G.			Represents the elimination of Edge Autonomy’s historical equity balances.


A.			Represents the net adjustment to record amortization expense of $32 million based on the preliminary fair value of the identified intangible assets and the related assigned estimated useful life for the year ended December 31, 2024.





B.			Represents Redwire's total estimated unrecorded transaction costs of $17 million that are expected to be incurred. This adjustment excludes $4 million in transaction costs which are recognized in Redwire's historical financial statements for the year ended December 31, 2024.

C.			Represents the reversal of Redwire's and Edge Autonomy’s historical interest expense, including the amortization of debt issuance costs.

D.			Represents the loss on extinguishment of Redwire's debt facilities upon settlement at close of the Merger.

E.			Represents the income tax effect of the transaction accounting adjustments calculated using an estimated tax rate of 26.39%. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information depending on post-Merger activities and the geographical mix of taxable income.


	Year Ended
(In thousands of U.S. dollars, except share and per share data)	December 31, 2024
Numerator:
Net income (loss) available to common shareholders—basic and diluted	$	(182,293)

Denominator:
Weighted average common shares outstanding—basic and diluted	66,146,155
Pro forma adjustment for newly issued shares related to the Merger	48,419,396
Pro forma adjustment for newly issued shares related to the exercised warrants	7,205,399

Pro forma basic weighted average common shares—basic and diluted	121,770,950

Pro forma net income (loss) per common share—basic and diluted	$	(1.50)