Redwire Completes
Acquisition of QinetiQ Space NV and $80 Million
Financing from Bain Capital and AE Industrial
Partners
Redwire Corporation announced
that the Company has completed its previously
announced acquisition of Belgium-based commercial
space business, QinetiQ Space NV (“Space NV”). The
Company also announced today that Bain Capital and
AE Industrial Partners (“AEI”) together will make an
investment of $80 million in the form of
equity-linked securities that will be used to
finance the Space NV acquisition and to support
Redwire’s growth initiatives.
The transaction expands
Redwire’s portfolio through Space NV’s complementary
core space infrastructure offerings including
advanced payloads, small satellite technology,
berthing and docking equipment and space
instruments. Joining Space NV’s business with
Redwire enhances the Company’s scale and innovation
capabilities across numerous high-growth space areas
and provides an expanded total addressable market
and increased exposure to European customers,
including the European Space Agency (ESA) and the
Belgian Science Policy Office (BELSPO).
“We are thrilled to complete
our acquisition of Space NV and close this important
financing with Bain Capital and AEI,” said Peter
Cannito, Chairman and Chief Executive Officer of
Redwire. “This is another step toward demonstrating
that Redwire is a pure play public space platform
that can effectively scale through organic and
inorganic growth to achieve operating leverage for
the business. Space NV adds significant flight
heritage, innovation, profitable topline growth,
broader access to addressable markets and a
significant backlog. The addition of Space NV and
the growth capital from Bain Capital and AEI leave
us well positioned for the future.”
As previously announced, under
the terms of the agreement, Redwire paid €32
million, subject to customary working capital
adjustments, to QinetiQ Group plc (“QinetiQ Group”).
The Company continues to anticipate the transaction
will be accretive to Redwire’s revenue, Adjusted
EBITDA and free cash flow, after giving effect to
the financing. The Company also continues to
anticipate integrating Space NV into Redwire without
disruption to either business, maintaining Space
NV’s existing facilities, management and operational
structures.
Bain Capital / AE Industrial
Partners Investment
Bain Capital and AEI together
will make an $80 million investment in the form of
equity-linked securities that will be used to
finance the Space NV acquisition. In addition to
funding the Space NV acquisition, Redwire intends to
utilize the funds provided by Bain Capital and AEI
to continue capitalizing on the growing market for
space infrastructure with opportunities to achieve
higher revenue and profitability in 2023 and beyond.
This will include:
Investing in current
capabilities to meet the significant demand by
national security customers and expand Redwire’s
civil and commercial offerings;
Expanding and diversifying
Redwire’s global infrastructure offerings; and
Strengthening Redwire’s balance
sheet to improve strategic flexibility and
operational leverage.
“Bain Capital and AEI’s
investment represents a strong vote of confidence in
Redwire’s position as a leader in the
commercialization of space and our strategy of
providing critical infrastructure to drive growth
and profitability,” said Jonathan Baliff, Chief
Financial Officer of Redwire. “AEI and Bain Capital
are proven leaders in the aerospace and space
industry with strong track records of building great
companies.”
Under the terms of the
investment agreements with each of Bain Capital and
AEI, they will hold, in the aggregate, $80 million
of newly issued Series A Convertible Preferred Stock
in Redwire, with Bain Capital holding $50 million
and AEI holding $30 million. The securities will be
convertible into shares of Redwire common stock at a
conversion price of $3.05 per share, subject to
customary anti-dilution and price protective
adjustments. The initial conversion price represents
a 25% premium to the trading price of Redwire’s
common stock prior to the signing of the Space NV
purchase agreement. The preferred stock can be
converted into common stock at any time by the
investors, and are subject to mandatory conversion
upon thresholds related to the Company’s market
capitalization and profitability metrics.
In connection with the
investment, the Company will expand the size of its
Board of Directors with Bain Capital appointing one
member to the Board.
Additional information
regarding the acquisition and financing may be found
in a Form 8-K that will be filed today with the U.S.
Securities and Exchange Commission.
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