Redwire Announces Amendment to the Agreement and Plan of Merger to Acquire Edge Autonomy

Redwire Corporation (NYSE: RDW) (“Redwire” or the “Company”), a leader in space infrastructure for the next generation space economy, announced today that it has amended the definitive agreement (the “Amended Merger Agreement”) to acquire Edge Autonomy Intermediate Holdings, LLC (together with its subsidiaries, “Edge Autonomy”), a leading provider of field-proven uncrewed airborne system technology. As previously announced, Redwire will acquire Edge Autonomy from Edge Autonomy Ultimate Holdings, LP (“Seller”) for $925 million, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses not paid or assumed by Seller. Under the terms of the Amended Merger Agreement, the merger consideration will consist of $160 million in cash and $765 million in shares of Redwire common stock issued at a price per share of $15.07, subject to a holdback of shares equal to $5 million, valued at a price per share of $15.07, to satisfy post-closing purchase price adjustments.

The Amended Merger Agreement provides that the $160 million of cash consideration will include an unsecured promissory note in the principal amount of $100 million to be issued by a subsidiary of Redwire to Seller at the closing (the “Seller Note”), on which interest will accrue at rates ranging from 15.00% to 18.00%, payable, at Redwire’s option, in cash or in kind. The Seller Note will have a 3% upfront fee to be paid-in-kind and added to the principal amount of the Seller Note and will be fully earned at the Maturity Date (as defined below) and a cash minimum return payment, depending on when repayment occurs, ranging from 1.20 to 1.50 times the principal amount being repaid. The Seller Note also will provide that Redwire must prepay amounts outstanding under the Seller Note with proceeds of certain equity or debt financings (subject to certain limitations). The Seller Note will mature on the date that is the earliest of (i) a change of control (as described in the Seller Note), or a sale of all or substantially all of the assets, of Redwire; (ii) the date that is ninety-one (91) days following the maturity date of certain existing Redwire or Edge Autonomy credit facilities; and (iii) an acceleration following an event of default (as defined in the Seller Note) (such date, the “Maturity Date”).

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