$80 Million Investment from Bain Capital and AE Industrial Partners to Finance Acquisition and Support Growth Initiatives
Redwire Corporation, a leader in critical space infrastructure for the next generation space economy, announced today 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.
