FAST TURNAROUND: Redwire Seeks to go Public via SPAC
Posted on 03/26/2021
On March 25, 2021, Genesis Park Acquisition Corp (“GNPK”) entered into a definitive merger agreement with Redwire, a pure play space infrastructure company. Redwire provides critical space infrastructure technology and services and is uniquely positioned to deliver critical solutions to meet the growing needs of national security, civil, and commercial customers for a full spectrum of activity in space. Redwire is a developer of on-orbit servicing, assembly and manufacturing capabilities, a transformational technology deploying 3D printing that enables customers to build satellites and other spacecraft in space, solving the size and other limitations posed by launch dynamics. The combined company will retain the Redwire name and is expected to trade on the (NYSE) New York Stock Exchange.
The transaction values Redwire at a US$ 615 million pro forma enterprise value, representing 9.6x estimated 2023 Adjusted EBITDA of approximately US$ 64 million and 2.5x estimated 2025 Adjusted EBITDA of approximately US$ 250 million. Assuming no redemptions by Genesis Park stockholders, the Proposed Transaction is expected to deliver approximately US$ 170 million cash to the Redwire balance sheet. The proposed transaction is further supported by a US$ 100 million fully committed and oversubscribed PIPE of common stock, priced at $10.00 per share, with participation by Senvest Management, LLC and Crescent Park Management, L.P.
Redwire’s existing stockholders will hold approximately 55% of the fully diluted shares of common stock immediately following the closing of the business combination, assuming no redemptions by Genesis Park’s existing public stockholders. AE Industrial Partners, LP will remain a significant shareholder in Redwire following the completion of the proposed merger. The transaction, which has been unanimously approved by the Boards of Directors of Redwire and Genesis Park, is subject to approval by Genesis Park’s shareholders and other customary closing conditions.
Redwire estimates US$ 119 million for 2020 revenue.
Sources of Funding
Genesis Park – SPAC Trust – US$ 166 million
PIPE Equity – US$ 75 million
Existing Redwire shareholders – US$ 372 million
AE Industrial Partners, LP launched Redwire in June 2020 through the combination of portfolio companies Adcole Space and Deep Space Systems. Both companies were acquired by AEI earlier in 2020.
Jefferies is serving as financial advisor and Kirkland and Ellis LLP is serving as legal counsel to Redwire. Greenhill and KPMG are serving as financial advisors, Jefferies is serving as sole placement agent for the PIPE and capital markets advisor, and Willkie Farr & Gallagher LLP and Sheppard, Mullin, Richter & Hampton LLP are serving as legal counsel to Genesis Park.