Significant portfolio expansion to include combat-proven autonomous airborne platforms in support of critical forward-looking national security mission needs
Expected to be immediately accretive to Revenue, Adjusted EBITDA and Free Cash Flow
Post-transaction, Redwire expects to have a strong balance sheet
JACKSONVILLE, Fla.–(BUSINESS WIRE): Redwire Corporation (NYSE: RDW), a leader in space infrastructure for the next generation space economy, today announced that it has signed a definitive agreement to acquire Edge Autonomy, a leading provider of field-proven uncrewed airborne system (“UAS”) technology. Under the terms of the merger agreement, Redwire will acquire Edge Autonomy for $925 million on a debt free, cash free basis and subject to customary working capital, cash and debt adjustments. The merger consideration is expected to be paid using $150 million in cash and $775 million in shares of Redwire common stock, based on the volume-weighted average trading price on the NYSE for the 30 trading days ending on January 17, 2025 of $15.07 (“30-day VWAP”). Transaction financing and closing details are as described below. Following the merger, Edge Autonomy and its subsidiaries would be wholly-owned subsidiaries of Redwire.
The acquisition is expected to transform Redwire into a global leader in multi-domain autonomous technology, broadening its portfolio of mission-critical space platforms to include combat-proven autonomous airborne platforms. Immediately upon closing, the transaction is expected to be accretive to Redwire’s revenue, Adjusted EBITDA, and Free Cash Flow. For the twelve months ended December 31, 2025, Redwire, as a combined company, is forecasting full year, revenues of $535 million – $605 million and Adjusted EBITDA of $70 million – $105 million with positive Free Cash Flow, assuming the transaction had been consummated on January 1, 2025.1
Formed in 2021 through the merger of UAV Factory and Jennings Aeronautics, Edge Autonomy harnesses over three decades of experience developing uncrewed and autonomous technology systems. Edge Autonomy is vertically integrated with proven capabilities, extensive mission heritage, and strong relationships with U.S. Department of Defense, Special Operations Forces, and allied governments. Edge Autonomy’s fleet of UAS technology, including its Stalker series and Penguin series, is optimized for long endurance, long range reconnaissance missions and can be deployed quickly for time-critical operations. Executing on multiple programs of record, these field-proven capabilities are critical for the modern warfighter to collect crucial information and make informed decisions quickly and effectively. The combination of Redwire and Edge Autonomy is expected to create a transformative, multi-domain, scaled and profitable space and defense tech company focused on the convergence of integrated autonomous, AI-enabled multi-domain operations for defense and national security. For the last twelve months ended September 30, 2024, Edge Autonomy achieved revenues of $222 million and Adjusted EBITDA of $72 million.2
Redwire has strengthened and grown its position as a critical provider of defense technology by scaling its national security space business and investing in enhanced capabilities. Redwire recently added two space platforms to its technology portfolio, Thresher and Mako, designed for software defined, AI-enabled, autonomous operations in low Earth orbit, medium Earth orbit, and geostationary orbit. Additionally, Redwire is currently developing Very Low Earth Orbit spacecraft or “orbital drones” that bridge the gap between airborne and space-based systems. The addition of Edge Autonomy’s UAS technologies with these capabilities expands our coverage across multiple domains and is expected to create new integrated capabilities for our customers that leverage connectivity across space and airborne operations.
“The combination of Redwire and Edge Autonomy creates a uniquely positioned space and defense company focused on two of the fastest growing trends in defense technology,” said Peter Cannito, Chairman and CEO of Redwire. “As space and airborne platforms converge into an integrated network of autonomous, collaborative systems, Redwire will be poised to provide end-to-end solutions for multi-domain operations from the surface of the earth to the surface of the moon and beyond.”
Headquartered in San Luis Obispo, California, Edge Autonomy has a team of more than 600 employees around the world. With more than 265,000 square feet of manufacturing and production capabilities across the U.S. and Europe, Edge Autonomy’s experienced team delivers proven solutions based on real-world mission needs.
“We are extremely excited to join forces with Redwire and merge two industry leaders in advanced multi-domain technologies,” said Steve Adlich, CEO of Edge Autonomy. “Both companies are committed to technology innovation, reliability and satisfying customer demand, and we see significant synergies within our collective capabilities that will positively impact both businesses and enable continued growth.”
Transaction Financing and Closing
Redwire will pay the purchase price for the acquisition in a combination of $150 million in cash and $775 million in shares of Redwire common stock issued at $15.07, the 30-day VWAP. The transaction consideration positions Redwire with a stronger balance sheet and enhanced credit quality as a result of significant cash flow accretion, better operational scale, and commercial diversification. Redwire, at its option, may finance the cash portion of the purchase price with cash on its balance sheet, availability under its existing credit facility, or proceeds from new committed debt facilities, taking advantage of the expected significant expansion of its Adjusted EBITDA and free cash flow on a combined company basis. Redwire, at its option, may also elect to use proceeds from a new issuance of Redwire common stock. If Redwire elects to raise cash in a common equity financing, the $15.07 issuance price would be increased or decreased depending on the per share price of such equity financing.
The transaction is subject to customary approvals and closing conditions, including a Redwire stockholder vote and regulatory approvals, and is expected to close in the second quarter of 2025.
In addition to approval by Redwire’s Board of Directors, the 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”). As a condition of the transaction, the stockholder approval must include a majority of the voting power not held by AEI. In connection with the 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 agreed to vote in favor of the proposals relating to the transaction at the stockholder meeting to be called for such purpose, representing an aggregate of approximately 73% of Redwire’s outstanding voting power, and over 50% of Redwire’s outstanding voting power held by persons other than AEI and Redwire management, as of January 20, 2025.
At the closing of the transaction, Redwire will enter into an amended and restated investor rights agreement (the “Investor Rights Agreement”) with AEI, Genesis Park Holdings, and Edge Autonomy Ultimate Holdings, LP (“Seller”) and certain of their affiliates, which would provide that (i) AEI would be permitted to designate four directors for election to Redwire’s Board of Directors, which number would be reduced once AEI no longer holds 50% or more of the shares of Redwire common stock issued beneficially owned by AEI (excluding the Seller’s) at the closing of the transaction and (ii) Seller would be permitted to designate one director for election to Redwire’s Board of Directors so long as Seller continues to hold 25% or more of the shares of Redwire common stock beneficially owned by Seller at the closing of the transaction. The Investor Rights Agreement also provides that AEI and Seller will not sell any of such Redwire Shares during the six-month period following the closing of the transaction, subject to certain limited exceptions.
Transaction Conference Call
Management will conduct a conference call starting at 9:00 a.m. ET on Tuesday, January 21, 2025 to discuss the transaction. The dial-in number for the live call is 877-485-3108 (toll free) or +1 201-689-8264 (toll), and the conference ID is 13751126. 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=FA5vxeLy
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 13751126. The accompanying investor presentation will be available on January 20, 2025 on the investor section of Redwire’s website at ir.redwirespace.com.
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 special committee of the Board of Directors. Citi is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to Edge Autonomy.
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