JACKSONVILLE, Fla. and HOUSTON, Aug. 11, 2021 /PRNewswire/ -- Genesis Park
Acquisition Corp. (NYSE: GNPK) ("Genesis Park"), a publicly traded
special purpose acquisition company, announced today that the U.S.
Securities and Exchange Commission ("SEC") has declared effective
its registration statement on Form S-4 (File No. 333-257710), which
includes Genesis Park's definitive proxy statement/prospectus in
connection with Genesis Park's Extraordinary General Meeting of
shareholders relating to the previously announced business
combination (the "Business Combination") with Redwire.
The Extraordinary General Meeting of Genesis Park's shareholders
will be held at 10:00 a.m. Eastern
Time on September 1, 2021 in
connection with the Business Combination. The proxy
statement/prospectus is being mailed to the Company's shareholders
of record as of the close of business on August 2, 2021 (the "Record Date").
Upon closing of the transaction, the combined company will be
named Redwire Corporation and will be listed on the NYSE under the
new ticker symbol "RDW."
As a first-mover industry consolidator with next generation
breakout capabilities, Redwire provides complete solutions for
space commercialization to its diversified base of customers in the
national security, civil and commercial markets.
Paul Hobby, CEO of Genesis Park,
said, "We are pleased to reach this milestone on Redwire's path to
becoming a public company. Redwire is a proven, profitable leader
in the space community with a robust portfolio of technology and
IP, including for on-orbit 3D printing, servicing, assembly, and
manufacturing. As the dramatic improvements in the economics of
spaceflight create new markets, there is significant opportunity to
accelerate growth across the fragmented space landscape for
Redwire's next generation infrastructure."
Peter Cannito, Chairman and CEO
of Redwire, said, "We are at the beginning of a second golden age
of space, with substantial growth being driven by new business
models that are economically and commercially feasible in the
near-term because of innovative technology and infrastructure like
ours. We are well-positioned to be a leader in infrastructure for
this economic expansion due to our highly differentiated heritage
plus innovation strategy – we have the proven flight heritage of a
traditional space company and the innovative technology, such as
on-orbit 3D printing, of a new space disruptor. Our purpose-built
approach to growth drives strong customer retention and a robust
backlog, and we have high visibility into our growth opportunities
as we enable the future of space commerce. We are excited to reach
this milestone on our way to becoming a public company."
Kirk Konert, Partner at AE
Industrial Partners, said, "Redwire continues to execute on its
strategy to enable the expansion and commercialization of the space
economy. We are excited about this next step in the Company's
journey, as there will be even greater opportunities to deliver
value as a public company through its mission-critical, next
generation infrastructure technology solutions."
Recent operational and financial highlights include:
- Significant technological developments and demonstrations of
Redwire's mission-critical, next generation technology and
infrastructure:
-
- Announced launch of new manufacturing hardware to the
International Space Station ("ISS") that will demonstrate additive
manufacturing processes using lunar regolith simulant, maximizing
in-situ resources and enabling robust construction on the lunar
surface.
- Successfully demonstrated the potential of the company's Hybrid
Architecture Laboratory Operational Environment ("HALOE") to
enhance U.S. national defense by facilitating rapid and
configurable digitally engineered space mission design.
- Connected the second of two new solar arrays enabled by
Redwire's technology to ISS to complete the installation of the
first pair of ISS Roll-Out Solar Arrays (iROSA).
- Deployed the company's Additive Manufacturing Facility
capabilities to 3D print a part to keep the ISS Brine Processor
Assembly (BPA) working smoothly.
- Strong current performance and financial outlook bolstered by
robust backlog and contract momentum:
-
- Approximately $280M[1]
of total backlog and $220M of bids
submitted and awaiting decision.
- Q1 2021E revenue of $36M,
continued confidence in full year 2021E revenue outlook of
$163M.
- Cash flow positive today with substantial margin improvement
via vertical integration and the realization of the benefits of
scale.
As previously announced, 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 Business Combination is expected to deliver
approximately $170 million cash to
the Redwire balance sheet. The Business Combination 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.
Virtual Meeting Information
The Genesis Park
extraordinary general meeting can be accessed by visiting
https://www.cstproxy.com/genesispark/sm2021, where Genesis Park
shareholders will be able to listen to the meeting, submit
questions and vote online. Genesis Park encourages its
shareholders to read the entire final proxy statement/prospectus,
including the Annexes and other documents referred to therein,
carefully and in their entirety. Holders of Genesis Park stock who
need assistance voting or have questions regarding the
Extraordinary General Meeting may contact Genesis Park's proxy
solicitor, Morrow Sodali, at (203) 658-9400 or email
at GNPK@investor.morrowsodali.com.
Advisors
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 is serving as legal counsel to Genesis Park.
About Redwire
Redwire is a new leader in mission critical space solutions and
high reliability components for the next generation space economy,
with valuable IP for solar power generation and in-space 3D
printing and manufacturing. With decades of flight heritage
combined with the agile and innovative culture of a commercial
space platform, Redwire is uniquely positioned to assist its
customers in solving the complex challenges of future space
missions. For more information, please visit
www.redwirespace.com.
About Genesis Park Acquisition Corp.
Genesis Park
Acquisition Corp. ("GNPK") is a publicly traded special purpose
acquisition company sponsored by an affiliate of Genesis Park,
trading on the NYSE under the ticker symbol NYSE: GNPK.U. GNPK is
one of the first aerospace and aviation services special purpose
acquisition companies, and may pursue an initial business
combination in any industry or geographic region, but specifically
seeks to capitalize on the operational and investment experience of
the GNPK management team and Board of Directors by focusing on
companies that have significant growth prospects in the aerospace
and aviation services sectors.
About AE Industrial Partners
AE Industrial Partners
is a private equity firm specializing in Aerospace, Defense, Space
& Government Services, Power Generation, and Specialty
Industrial markets. AE Industrial Partners invests in
market-leading companies that can benefit from its deep industry
knowledge, operating experience, and relationships throughout its
target markets. AE Industrial Partners is a signatory to the United
Nations Principles for Responsible Investing. Learn more
at www.aeroequity.com.
Redwire Contacts
Media: Austin Jordan
321-536-8632
Austin.jordan@redwirespace.com
OR
Investors:
investorrelations@redwirespace.com
Reevemark
Paul
Caminiti/Delia
Cannan/Pam Greene
212-433-4600
redwire@reevemark.com
Forward Looking Statements
This document includes "forward looking statements" within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"forecast," "intend," "seek," "target," "anticipate," "believe,"
"expect," "estimate," "plan," "outlook," and "project" and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Genesis Park Acquisition Corp., Redwire or the
combined company after completion of the Business Combination are
based on current expectations that are subject to risks and
uncertainties.
A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking
statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement governing the
proposed business combination; (2) the inability to complete the
transactions contemplated by the merger agreement due to the
failure to obtain approval of the shareholders of Genesis Park
Acquisition Corp. or other conditions to closing in the merger
agreement; (3) the ability to meet NYSE's listing standards
following the consummation of the transactions contemplated by the
merger agreement; (4) the risk that the proposed transaction
disrupts current plans and operations of Redwire as a result of the
announcement and consummation of the transactions described herein;
(5) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (6) costs related to the proposed business combination;
(7) changes in applicable laws or regulations; (8) the possibility
that Redwire may be adversely affected by other economic, business,
and/or competitive factors; and (9) other risks and uncertainties
indicated from time to time in other documents filed or to be filed
with the SEC by Genesis Park Acquisition Corp. You are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Genesis Park Acquisition
Corp. and Redwire undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
Additional Information
In connection with the proposed
business combination between Redwire and Genesis Park Acquisition
Corp., Genesis Park Acquisition Corp. filed with the SEC a
definitive proxy statement / prospectus on August 11, 2021 and will mail the definitive
proxy statement / prospectus and other relevant documentation to
Genesis Park Acquisition Corp. shareholders. This document does not
contain all the information that should be considered concerning
the proposed business combination.
It is not intended to form the basis of any investment decision
or any other decision in respect to the proposed business
combination. Genesis Park Acquisition Corp. shareholders and other
interested persons are advised to read the definitive proxy
statement / prospectus in connection with Genesis Park Acquisition
Corp.'s solicitation of proxies for the special meeting to be held
to approve the transactions contemplated by the proposed business
combination because these materials will contain important
information about Redwire, Genesis Park Acquisition Corp. and the
proposed business combination. The definitive proxy statement /
prospectus will be mailed to Genesis Park Acquisition Corp.
shareholders as of August 2, 2021,
the record date established for voting on the proposed business
combination.
Shareholders are also able to obtain a copy of the definitive
proxy statement / prospectus, without charge, at the SEC's website
at http://sec.gov or by directing a written request to Genesis Park
Acquisition Corp., 2000 Edwards Street, Suite B, Houston, Texas 77007.
This document shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination.
Participants in the Solicitation
Genesis Park
Acquisition Corp. and its directors and officers may be deemed
participants in the solicitation of proxies of Genesis Park
Acquisition Corp. shareholders in connection with the proposed
business combination.
Genesis Park Acquisition Corp. shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Genesis Park Acquisition
Corp. in Genesis Park Acquisition Corp.'s prospectus relating to
its initial public offering filed with the SEC on November 24, 2020. Redwire and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Genesis Park
Acquisition Corp. in connection with the Business Combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies from Genesis
Park Acquisition Corp. shareholders in connection with the proposed
business combination is set forth in the definitive proxy
statement / prospectus for the transaction. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed transaction is included in
the definitive proxy statement / prospectus Genesis Park
Acquisition Corp. filed with the SEC.
[1] As of July 2021. Total
Backlog is defined as work under contract, awards in negotiation,
and additional scope to complete existing contracts.
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SOURCE Redwire; Genesis Park Acquisition Corp.
