Redwire To Become
Publicly Traded Through Merger With Genesis Park
Acquisition Corp.
March 25, 2021
Redwire and Genesis
Park Acquisition Corp. a publicly traded special
purpose acquisition company have entered into a
definitive merger agreement that will result in
Redwire becoming a publicly traded company. The
transaction is expected to be completed by the
end of the second quarter of 2021, and at that
time, Genesis Park Acquisition Corp. will change
its name to Redwire and the company will trade
on the NYSE.
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. The Company
is differentiated from its peers because it
offers both rich flight heritage, with more than
50 years of space flight experience and more
than 150 missions flown, and unmatched
innovations in space infrastructure, including
over 100 patents and applications. Its
infrastructure and services enable nearly every
space mission, and Redwire sees increasing
opportunities as decreasing launch costs
continue to enable exponential growth in
deployed space infrastructure.
Redwire is the leading
developer of on-orbit servicing, assembly and
manufacturing ("OSAM") 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. Through the launch of raw
materials into orbit, in-space manufacturing of
component parts through 3D printing and other
methods, and robotic assembly of highly
functional objects, Redwire's OSAM technology
enables lower cost deployment and higher power
capabilities. The advantages of Redwire's
in-space manufacturing will allow its customers
to efficiently create more advanced products in
space with greater performance characteristics
than terrestrial based manufacturing methods,
driving increased investment in space
infrastructure from adjacent markets and the
commercialization of space.
"Space-based capabilities
and services are improving lives on Earth every
day, and Redwire is an invaluable mission
partner, providing technology that has been at
the forefront of space infrastructure from the
beginning. Today, the influx of private capital,
new public sector space initiatives and
decreased launch costs are driving tremendous
growth in the space industry, which is projected
to exceed $2 trillion by 2040," said Peter
Cannito, Chairman and CEO of Redwire. "With our
extensive space flight heritage and deeply
innovative capabilities, we are accelerating
humanity's expansion into space by delivering
reliable, economical and sustainable
infrastructure for future generations. As we
enter this second golden age of space, Redwire
is supplying the picks and shovels that enable
nearly every space mission, supporting
initiatives to help us better understand our
planet, transform our space security
infrastructure, and move humanity deeper into
our solar system. We are thrilled to enter into
this business combination with Genesis Park.
With their extensive aerospace, operational and
financial expertise and strong industry
relationships, we are confident that Genesis
Park is the right partner to propel Redwire's
growth in the public market."
"We intended to find a
profitable partner with strong management,
powerful intellectual property and impressive
organic growth. Redwire achieves that vision by
transforming the future of space infrastructure
and services at a time when the space industry
is on the brink of exponential growth. Redwire
is a proven, solidly profitable player in the
space community and the undisputed leader in
on-orbit 3D printing, servicing, assembly, and
manufacturing. We also believe there is
significant opportunity to accelerate growth
through strategic combinations in the fragmented
space landscape. Redwire has established itself
as a first-mover consolidator and an acquirer of
choice, and we believe its position will be
further improved as a public company," said Paul
Hobby, CEO and Director of Genesis Park. "We are
very excited about Redwire's growth potential
and we look forward to partnering with Peter and
his team as they help usher in this new era of
space exploration."
"As an innovative space
infrastructure leader, Redwire is set to power a
new age of space travel, exploration and
commerce," said Kirk Konert, Partner at AE
Industrial Partners. "With this transaction,
Redwire will have even greater opportunities to
drive growth and value by delivering tailored,
responsive solutions for its growing customer
base across the public and private sectors."
Redwire Highlights
Applying proven
capabilities and transformative technologies in
five key strategic growth areas that will enable
space missions of today and tomorrow: The
Company has numerous organic growth
opportunities without substantial capital needs
driven by its proven capabilities and
transformative technologies. Its investments are
focused in five key strategic growth areas that
will expand the utilization of space and promote
a sustainable low-earth orbit economy: (i)
on-orbit servicing, assembly and manufacturing;
(ii) low Earth orbit commercialization; (iii)
digitally engineered spacecraft; (iv) space
domain awareness; and (v) advanced sensors and
components.
Significant opportunity to
continue consolidating a fragmented space
infrastructure market: The proceeds from the
proposed transaction enable Redwire to
accelerate and de-risk growth plans and pursue
targeted acquisitions. Redwire has a proven
track record of successful acquisitions and
integrations, and typically leverages company
founders' expertise and relationships to bolster
leadership ranks and expand the M&A pipeline.
High visibility into near-
and long-term revenue streams: Redwire has a
diversified revenue base, with products and
services demanded by national security, civil
and commercial customers and more than $150
million in contracted backlog. The Company is
projecting 72% estimated revenue compound annual
growth rate, from $163 million in 2021 to $1.4
billion in 2025. Redwire's integration expertise
make it a prime candidate for margin improvement
as it integrates and scales operations.
Key Transaction Terms
The transaction values
Redwire at a $615 million pro forma enterprise
value, representing 9.6x estimated 2023 Adjusted
EBITDA of approximately $64 million and 2.5x
estimated 2025 Adjusted EBITDA of approximately
$250 million. Assuming no redemptions by Genesis
Park stockholders, the Proposed Transaction is
expected to deliver approximately $170 million
cash to the Redwire balance sheet. The proposed
transaction is further supported by a $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 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.
Following the closing of
the transaction, Redwire will continue to be led
by Chairman and CEO Peter Cannito. The Redwire
Board will be comprised of current Redwire Board
members Pete Cannito, Dr. Reggie Brothers,
Joanne Isham and Kirk Konert, along with
Jonathan Baliff President, CFO & Director of
Genesis Park; John Bolton, Advisor to Genesis
Park and Les Daniels, Operating Partner of AE
Industrial Partners.