Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
Note X – Subsequent Events
On January 20, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership (“Seller”), Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “Edge Autonomy”), Echelon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company and Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company, pursuant to which the Company will, via the mergers set forth in the Merger Agreement (the “Mergers”), acquire Edge Autonomy, a leading provider of field-proven uncrewed airborne system (“UAS”) technology.
The aggregate purchase price (the “Closing Purchase Price”) payable by Redwire at the closing of the transactions contemplated by the Merger Agreement (the “Closing”) is $925 million, subject to customary working capital, cash and debt adjustments. The Closing Purchase Price would be paid using $150 million in cash and $775 million in shares of common stock, par value $0.0001, of the Company (“Redwire Common Shares”), based on the volume-weighted average trading price on the New York Stock Exchange (“NYSE”) for the 30 trading days ending on January 17, 2025 of $15.07 (the “Issuance Price”). The Company may finance the cash portion of the Closing Purchase Price, at its option, with cash on its balance sheet, availability under its existing credit facility, proceeds from new debt facilities and/or the proceeds of a new equity offering. If a portion of the proceeds of such debt and/or new equity offering, along with Edge Autonomy’s available cash, would also be utilized to repay Edge Autonomy’s outstanding indebtedness and to fund transaction expenses, such amount utilized would reduce the Closing Purchase Price.
If the Company determines, at its option, to undertake a new equity offering of Redwire Common Shares consummated prior to Closing (the “Equity Financing”), the amount of cash to be paid at Closing would be increased and the equity consideration decreased by an equal amount if the net proceeds of any Equity Financing exceed certain amounts. In addition, if the Company elects to raise cash in an Equity Financing, the Issuance Price would be increased or decreased depending on the per share price of such Equity Financing. The issuance of the Redwire Common Shares to the Seller at the Closing would be made in reliance on an exemption from the registration provisions of the Securities Act of 1933, as amended, set forth in Section 4(a)(2) thereof, relating to sales by an issuer not involving a public offering.
The obligations of each of the parties are subject to specified conditions, including, among other things: (i) receipt of the approval from the Company’s stockholders and (ii) the receipt of all required antitrust and foreign investment approvals and clearances, or, where applicable, the expiration or termination of waiting periods. The Merger Agreement contains termination rights for each of the Company and Seller, including in the event that (i) the Closing has not occurred by July 21, 2025 (the “Outside Date”) (provided, that the Outside Date may be extended to October 17, 2025 in the event that the only remaining condition to Closing is the receipt of all required antitrust and foreign investment approvals and clearances, or, where applicable, the expiration or termination of waiting periods); or (ii) the Company’s stockholders do not approve the transactions contemplated by the Merger Agreement.
Subsequent to December 31, 2024, 5,696,361 public warrants have been exercised and converted into 5,696,361 shares of Company’s common stock at the exercise price of $11.50 per share for proceeds of $65.5 million. Additionally, 4,631,799 privates warrants were exercised, at the holders option, on a cashless basis for 2,293,739 shares of the Company’s common stock. On February 20, 2025, the Company directed its warrant agent to deliver a notice of redemption to each registered holder of the outstanding public warrants in accordance with the terms under the warrant agreement as further described in Note L – Warrants.
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