SCHEDULE 13D/A: Redwire Corp's Major Shareholder Group Amends 13D to Disclose Edge Autonomy Acquisition and Ownership Changes

AE Industrial Partners and affiliated entities have updated their Schedule 13D filing for Redwire Corp, revealing a significant increase in their beneficial ownership stake and the company's agreement to acquire Edge Autonomy.

Summary

• This document is Amendment No. 5 to the Schedule 13D filing for Redwire Corp, filed by AE Red Holdings, LLC and its affiliated entities, including AE Industrial Partners funds and individuals Michael Robert Green and David H Rowe.
• The primary purpose of this amendment is to report Redwire Corp's entry into an Agreement and Plan of Merger on January 20, 2025, to acquire Edge Autonomy Intermediate Holdings, LLC, a leading provider of uncrewed airborne system technology.
• The filing also reflects changes in the beneficial ownership of the Reporting Persons, including a reduction due to open market transactions, shares assigned to AE Industrial Partners LP from director Kirk Konert, and the issuance of paid-in-kind (PIK) dividends on Series A Convertible Preferred Stock.
• As of the filing date, assuming 81,709,573 shares of Common Stock outstanding, Michael Robert Green and David H Rowe each beneficially own 50,877,230 shares, representing 62.3% of the class.
• AE Industrial Partners Fund II GP, LP beneficially owns 46,487,662 shares, or 56.9% of the class.
• AE Red Holdings, LLC and AE Industrial Partners Fund II-B, LP each beneficially own 37,708,528 shares and 37,721,695 shares respectively, both representing 46.2% of the class.
• The beneficial ownership includes 35,667,375 shares of Common Stock, 2,000,000 shares issuable upon exercise of warrants, and shares issuable upon conversion of Series A Convertible Preferred Stock (e.g., 13,168,702 shares from 40,164.54 preferred shares for the largest holders at a conversion price of $3.05 per share).
• The Reporting Persons received PIK Dividends on Series A Preferred Stock totaling 2,440.04 shares on November 1, 2023, 2,595.99 shares on May 1, 2024, and 2,860.02 shares on November 1, 2024.
• No transactions in Common Stock by the Reporting Persons occurred in the past sixty days.
• Entities affiliated with AE Industrial Partners, Genesis Park, and Bain Capital have entered into Voting and Support Agreements with Redwire Corp, committing to vote in favor of the Edge Autonomy acquisition and restricting the transfer of their shares until the transaction closes or is terminated.

Sentiment

Score: 7

Explanation: The filing details a significant strategic acquisition, which is generally viewed positively for growth and market expansion. While it's a factual ownership update, the underlying transaction suggests a positive strategic direction for Redwire. The continued high beneficial ownership by key investors also indicates ongoing confidence.

Positives

• Redwire Corp's agreement to acquire Edge Autonomy Intermediate Holdings, LLC, a leading provider of uncrewed airborne system technology, represents a strategic expansion into a complementary high-growth sector.
• The commitment of major shareholders (AE Industrial Partners, Genesis Park, Bain Capital) through voting agreements ensures strong support for the acquisition, indicating confidence in the strategic direction.

Future Outlook

Redwire Corp is set to acquire Edge Autonomy Intermediate Holdings, LLC through a series of mergers, which is expected to close. This strategic acquisition will expand Redwire's capabilities in uncrewed airborne system technology.

Industry Context

Redwire operates in the space infrastructure sector, and the acquisition of Edge Autonomy, a provider of uncrewed airborne system technology, indicates a strategic expansion into related aerospace and defense areas. This move suggests Redwire is diversifying its portfolio and leveraging synergies in advanced technology and government contracts, aligning with broader trends of integration and capability expansion within the defense and space industries.

Corporate Governance

Related Party Transactions

• The Issuer's acquisition of Edge Autonomy Intermediate Holdings, LLC involves Edge Autonomy Ultimate Holdings, LP, which is an affiliate of the Reporting Persons, indicating a transaction between related parties.
• Voting Agreements were entered into between Redwire Corporation and entities affiliated with AE Industrial Partners (the Reporting Persons), Genesis Park, and Bain Capital, governing their voting behavior regarding the merger.

Stakeholder Impact

• Shareholders: The acquisition of Edge Autonomy could impact future company performance and share value. The voting agreements restrict the transferability of a significant portion of shares held by major investors, potentially affecting market dynamics and liquidity for those specific holdings.
• Employees: The acquisition of Edge Autonomy will integrate its workforce into Redwire, potentially leading to organizational changes or new opportunities within the combined entity.
• Customers: The expansion of Redwire's capabilities through the acquisition of Edge Autonomy, a provider of uncrewed airborne system technology, could lead to an expanded product and service offering, potentially benefiting existing and future customers.

Next Steps

• Closing of the transactions contemplated by the Merger Agreement for the acquisition of Edge Autonomy.
• A stockholders meeting will be called for the purpose of voting on the transactions contemplated by the Merger Agreement.

Key Dates

Keywords

Redwire Corp, Edge Autonomy, Schedule 13D, beneficial ownership, merger agreement, acquisition, common stock, preferred stock, warrants, AE Industrial Partners, corporate governance, uncrewed airborne systems