SCHEDULE 13D/A: Redwire Corporation: Major Shareholder Locks Up Stock Following Public Offering and Preferred Stock Redemption

Bain Capital Credit entities have updated their beneficial ownership in Redwire Corporation to 12.2% and entered into a 90-day lock-up agreement following a public offering and preferred stock redemption.

Summary

• Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P. (Reporting Persons) have filed an Amendment No. 5 to their Schedule 13D, updating their beneficial ownership in Redwire Corporation.
• The Reporting Persons beneficially own 19,889,026 shares of Common Stock, representing approximately 12.2% of Redwire's outstanding Common Stock as of June 18, 2025.
• This ownership is primarily derived from the conversion of 60,661.53 shares of Series A Convertible Preferred Stock, with a previously disclosed 20.4% conversion blocker no longer in effect.
• Redwire Corporation completed a public offering of 15,525,000 shares of common stock.
• BCC Redwire Aggregator, L.P. has entered into a lock-up agreement, restricting the sale or transfer of their Lock-Up Securities for a 90-day period following the date of the final prospectus supplement relating to the Public Offering (June 16, 2025).
• Under the Registration Rights Coordination Agreement (RRCA) dated June 8, 2025, the Reporting Persons elected to receive Repurchase Proceeds, obligating Redwire to repurchase 11,195.81 shares of Convertible Preferred Stock from them.
• The total outstanding Common Stock of Redwire Corporation is 142,575,692 shares as of June 18, 2025, which includes shares outstanding on June 13, 2025 (77,285,845), shares issued on June 13, 2025 (49,764,847), and shares issued on June 18, 2025 (15,525,000), plus the 19,889,026 shares issuable upon conversion of the Reporting Persons' preferred stock.

Sentiment

Score: 7

Explanation: The document reflects standard procedures around a public offering and a major shareholder's position. The capital raise is positive for the company, and the lock-up provides stability. There are no explicit negative operational or financial disclosures, only standard restrictions and conditions related to the offering.

Positives

• The public offering provides Redwire Corporation with additional capital.
• The lock-up agreement by a significant shareholder (BCC Redwire Aggregator, L.P.) demonstrates commitment and stability for the stock post-offering, which is a standard practice to prevent immediate downward pressure.
• The removal of the 20.4% conversion blocker on the preferred stock held by Reporting Persons allows for full conversion into common stock.

Negatives

• The lock-up agreement restricts the ability of BCC Redwire Aggregator, L.P. to sell their shares for 90 days, limiting their liquidity during this period.

Risks

• The lock-up agreement may terminate if the net proceeds of the public offering amount to less than $90,000,000.
• The lock-up agreement may terminate if other significant holders of registrable or lock-up securities (5% or more of outstanding Common Stock) do not sign substantially consistent lock-up agreements.
• The lock-up agreement may terminate if the Underwriting Agreement does not become effective within two business days of the lock-up letter agreement date or if it terminates prior to payment for and delivery of the Common Stock.

Future Outlook

The company has completed a public offering, which is expected to provide capital. A significant shareholder is subject to a 90-day lock-up period, indicating a period of restricted selling activity. There is a potential for the underwriters to exercise a greenshoe option, which would lead to further share issuance and incremental net proceeds.

Industry Context

Public offerings are a common method for companies, including those in the space infrastructure sector like Redwire, to raise capital for growth, operations, or debt reduction. Lock-up agreements are standard practice in such offerings to ensure market stability post-issuance by preventing immediate sales by insiders or large shareholders. The involvement of major investment banks as underwriters is typical for such transactions.

Comparison to Industry Standards

• The 90-day lock-up period is a standard duration for public offerings, aligning with typical industry practices to stabilize the stock price after an IPO or follow-on offering.
• The beneficial ownership disclosure via Schedule 13D/A is a standard regulatory requirement for shareholders exceeding 5% ownership, consistent with SEC regulations across all industries.
• The repurchase of preferred stock in connection with a public offering is a common mechanism for companies to simplify their capital structure or manage investor relationships, similar to practices seen in other growth-oriented companies.

Related Party Transactions

• The Registration Rights Coordination Agreement (RRCA) dated June 8, 2025, involves the Issuer (Redwire Corporation), the Reporting Persons (BCC Redwire Aggregator, L.P. and Bain Capital Credit Member, LLC), and other parties (AE Industrial Partners Fund II, L.P. and AE Industrial Partners Structured Solutions I, L.P.).
• Pursuant to the RRCA, Redwire Corporation is obligated to repurchase 11,195.81 shares of Convertible Preferred Stock from the Reporting Persons.

Stakeholder Impact

• Shareholders: The public offering may lead to dilution of existing common stock shareholders. The lock-up agreement provides stability by preventing immediate sales by a major shareholder.
• Company (Redwire Corporation): Benefits from the capital raised through the public offering, which can be used for strategic initiatives, operations, or debt management.
• Underwriters: Facilitate the public offering and earn fees.

Next Steps

• Potential exercise of the underwriters' greenshoe option to purchase additional shares.
• The end of the 90-day Restricted Period for the lock-up agreement.
• Potential future filings related to the exercise of rights by Reporting Persons regarding incremental net proceeds from the greenshoe option.

Key Dates

Keywords

Redwire Corporation, Common Stock, Public Offering, Lock-Up Agreement, Schedule 13D, Beneficial Ownership, Convertible Preferred Stock, Underwriting, Capital Raise, SEC Filing, Bain Capital Credit