Redwire Revamps Edge Autonomy Deal

A key update includes a new unsecured $100 million seller note and the elimination of a traditional cash escrow.

June 10, 2025

Redwire Restructures Payment Mix in Edge Autonomy Deal

Redwire is moving forward with a new structure for its acquisition of Edge Autonomy. The company has updated its original merger agreement, keeping the $925 million valuation intact but reshaping the mix of cash, stock, and debt to better align with its strategic and financial priorities.

Here’s what’s changing: Redwire will now pay $160 million in cash, up from $150 million, but most of that will come in the form of a $100 million unsecured promissory note issued by a Redwire subsidiary. The remaining $765 million will be paid in Redwire common stock at $15.07 per share. This represents a slight shift from the earlier split, which leaned a bit more heavily on equity.

The company has also replaced a standard post-closing escrow with a more flexible structure. Instead of holding cash in escrow to settle final adjustments, Redwire will withhold $5 million worth of its common stock at closing. Once final numbers come in for working capital, cash, debt, and expenses, the company will either return a portion of that holdback to the seller or issue up to $10 million in additional stock if needed.

Seller Note Terms Add Flexibility and Cost Control

The promissory note itself comes with a few layers. It’s unsecured, carries an interest rate of 15% through the end of 2025, and steps up to 18% in 2026. Interest is paid quarterly, in cash or in-kind. There’s also a built-in return multiplier—ranging from 1.2x to 1.5x the principal —depending on when the note is repaid.

Redwire is also on the hook to apply 100% of available equity or refinancing proceeds toward early repayment, with certain limitations in place. These repayment triggers help ensure the note is addressed as new capital comes into the business.

These terms were approved by Redwire’s board based on the recommendation of a special committee made up entirely of independent directors. Shareholders will still need to vote on the transaction. Redwire plans to reconvene a special meeting, initially scheduled for June 9, later this week to give investors more time to review the updated deal and proxy supplement.

Shareholder Support and Financing Commitments in Place

Key investors are already on board. AE Industrial Partners, Genesis Park, and Bain Capital have confirmed their support, covering about 69% of the company’s voting power. Among non-conflicted shareholders, that represents about 46.5% of the outstanding vote.

Redwire also amended its existing credit facility. If the acquisition closes, the maturity date will extend to April 2027, and the interest rate will increase next year to match the terms of a new $90 million debt commitment. That facility, led by JPMorgan Chase and a group of lenders, will back the acquisition with a senior secured term loan. Proceeds will help cover:

• Closing-related payments


• Refinancing of Edge Autonomy’s existing debt


• General working capital needs

Post-Closing Equity Coordination Agreement

To help align equity offering mechanics after the acquisition, Redwire entered into a new agreement with Bain and AE Industrial Partners. If the company issues new equity within 90 days of the deal closing:

• The first $40 million in net proceeds will go toward Redwire’s corporate needs


• Bain may opt to sell part of its preferred stock using a portion of those proceeds


• Remaining funds may be used to pay down the seller note

The structure is designed to give Redwire financial flexibility while also supporting its capital planning efforts after the merger. The company also committed to filing a resale registration statement within 90 days of closing.

The amended agreement keeps the broader terms of the merger intact but gives Redwire room to manage working capital, financing, and post-closing adjustments with more precision. If the shareholder vote clears later this week, Redwire will be positioned to close the acquisition and integrate Edge Autonomy under the updated terms.