Form 4: Bain Capital Credit Reduces Redwire Preferred Stock Holding Through Repurchase

Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P. reported the repurchase of 11,195.81 shares of Series A Convertible Preferred Stock by Redwire Corp, linked to a recent common stock offering.

Summary

• Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P., both 10% owners and having a director relationship with Redwire Corp, reported a transaction with the Issuer.
• On June 18, 2025, the Reporting Person notified Redwire Corp of its election to have the Issuer repurchase 11,195.81 shares of Series A Convertible Preferred Stock.
• This repurchase was conducted pursuant to the terms of a Registration Rights Coordination Agreement dated June 8, 2025, and was in connection with Redwire's June 16, 2025 offer and sale of common stock.
• The repurchased preferred shares correspond to 3,670,758 shares of Common Stock, calculated based on $61,485,210 in repurchase proceeds and a common stock offering price of $16.75 per share.
• The Series A Convertible Preferred Stock has a conversion price of $3.05 per share and accrues dividends at 13% per annum if paid in cash or 15% per annum if paid in kind.
• The Reporting Person had previously received 21,857.34 shares of Series A Convertible Preferred Stock as paid-in-kind dividends.

Sentiment

Score: 7

Explanation: The transaction is a routine capital structure adjustment, part of a larger offering. It's neutral to slightly positive as it simplifies the capital structure and is part of a capital raise, which can be seen as a positive for growth or financial health.

Positives

• The repurchase of Series A Convertible Preferred Stock simplifies Redwire Corp's capital structure by reducing the outstanding preferred equity.
• The transaction is linked to a common stock offering, indicating the company is actively managing its capital and potentially raising funds for strategic initiatives or debt reduction.

Negatives

• The repurchase reduces Bain Capital Credit's direct holding in Redwire's preferred stock, although they remain a significant owner and maintain their 10% owner and director relationship.

Future Outlook

The document indicates that the number of Series A Convertible Preferred Stock shares held by the Reporting Person and the underlying Common Stock will increase for each dividend period where the Issuer elects to pay dividends in kind. The Series A Convertible Preferred Stock has no expiration date but will mandatorily convert into Common Stock upon satisfaction of certain conditions or be subject to repurchase offers in the event of a fundamental change.

Industry Context

This transaction reflects a common practice in corporate finance where companies adjust their capital structure, often in conjunction with new equity offerings. The repurchase of preferred stock can simplify a company's balance sheet and potentially reduce future dividend obligations, especially if replaced by common equity. For a space and defense company like Redwire, managing capital structure efficiently is crucial for funding R&D and strategic initiatives.

Related Party Transactions

• The transaction involves the repurchase of Series A Convertible Preferred Stock from Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P., which are 10% owners and have a director relationship with Redwire Corp, making this a related party transaction.

Stakeholder Impact

• Shareholders (Common Stock): The common stock offering (implied by the repurchase context) could dilute existing common shareholders, but also provides capital for the company. The repurchase of preferred stock could simplify the capital structure.
• Preferred Shareholders (Bain Capital Credit): Their preferred stock holding is reduced through repurchase, but they receive significant proceeds and remain a substantial owner.

Next Steps

• The Series A Convertible Preferred Stock will continue to accrue dividends, potentially increasing the number of shares held by the Reporting Person if paid in kind.
• The Series A Convertible Preferred Stock will mandatorily convert into Common Stock upon satisfaction of certain conditions.
• The Issuer must offer to repurchase outstanding Series A Convertible Preferred Stock in the event of a fundamental change.

Key Dates

Keywords

Redwire Corp, RDW, Bain Capital Credit, SEC Form 4, Preferred Stock Repurchase, Convertible Preferred Stock, Common Stock Offering, Capital Structure, Insider Transaction, Share Repurchase