Edge Autonomy Intermediate II Holdings, LLC, Indirect Wholly-Owned Subsidiary of Redwire Corporation, Enters into Credit Agreement

Published: 2025-06-13 14:35:29 ET RDW

Published on 06/13/2025 at 14:35

On June 13, 2025, Edge Autonomy Intermediate II Holdings, LLC, an indirect wholly-owned subsidiary of Redwire Corporation and certain of its subsidiaries entered into a Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto (the Credit Agreement). The Credit Agreement provided a $90,000,000 term loan facility maturing on April 28, 2027 (the Term Loan Maturity Date). The proceeds of the Credit Agreement were used, along with other funds available to Redwire, to fund the acquisition of Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (Edge Autonomy Holdings) and its subsidiaries (together, Edge Autonomy), pursuant to that certain Agreement and Plan of Merger, dated January 20, 2025, as amended on February 3, 2025 and June 8, 2025 (as so amended, the Merger Amendment), by and among Redwire, Edge Autonomy Holdings, Edge Autonomy Ultimate Holdings, LP, a Delaware limited partnership (Seller), Echelon Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Redwire, and Echelon Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Redwire, to pay transaction expenses related thereto, and for general corporate purposes.

The Credit Agreement contains customary mandatory prepayments, including with respect to asset sale proceeds and proceeds from certain incurrences of indebtedness. Edge Autonomy Intermediate II may voluntarily repay outstanding loans under the Credit Agreement at any time without premium or penalty. The loans under the Credit Agreement amortize in equal quarterly installments in an aggregate annual amount equal to 5.00% of the original principal amount thereof, with the balance being payable on the Term Loan Maturity Date.

Interest on the loans under the Credit Agreement is calculated by reference to the Secured Overnight Financing Rate (SOFR) or an alternative base rate, plus an interest rate margin equal to: for alternative base rate loans, until December 31, 2025, 5.50%, and for the period commencing on January 1, 2026 and thereafter, 6.00% and for SOFR loans, until December 31, 2025, 6.50%, and for the period commencing on January 1, 2026 and thereafter, 7.00%. The SOFR rates applicable to the Credit Agreement are subject to a minimum interest rate of 0.75%. The obligations under the Credit Agreement (collectively, the Obligations) are guaranteed (the Guarantees) by Edge Autonomy Intermediate II?s existing and future direct and indirect material subsidiaries, subject to customary exceptions (in such capacity, the Guarantors).

The Obligations are secured by first priority liens on substantially all assets, subject to customary exceptions, of Edge Autonomy Intermediate II and the Guarantors. The Guarantee and security interest of a Guarantor may be released where such Guarantor ceases to be a subsidiary, directly or indirectly, of Edge Autonomy Intermediate II pursuant to a transaction permitted under the Credit Agreement. In connection with the Credit Agreement, Redwire pledged the equity interests of Redwire Intermediate Holdings, LLC, an indirect wholly-owned subsidiary of Redwire, on a second lien basis in favor of the Agent.

The Credit Agreement contains a customary consolidated total leverage ratio covenant, tested on a quarterly basis in accordance with the terms of the Credit Agreement. In addition, the Credit Agreement contains various covenants, including, for example, those that restrict the ability of Edge Autonomy Intermediate II and its consolidated subsidiaries to incur certain types of indebtedness or to grant certain liens on their respective property or assets.