0000950103-22-019515.txt : 20221110 0000950103-22-019515.hdr.sgml : 20221110 20221110170019 ACCESSION NUMBER: 0000950103-22-019515 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221103 FILED AS OF DATE: 20221110 DATE AS OF CHANGE: 20221110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAIN CAPITAL CREDIT MEMBER, LLC CENTRAL INDEX KEY: 0001309111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 221378264 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: SANKATY CREDIT MEMBER, LLC DATE OF NAME CHANGE: 20041118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCC Redwire Aggregator, L.P. CENTRAL INDEX KEY: 0001953825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 221378263 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175162000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Redwire Corp CENTRAL INDEX KEY: 0001819810 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8226 PHILIPS HIGHWAY, SUITE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: 650 701-7722 MAIL ADDRESS: STREET 1: 8226 PHILIPS HIGHWAY, SUITE 101 CITY: JACKSONVILLE STATE: FL ZIP: 32256 FORMER COMPANY: FORMER CONFORMED NAME: Genesis Park Acquisition Corp. DATE OF NAME CHANGE: 20200731 3 1 dp184175_3-bain.xml FORM 3 X0206 3 2022-11-03 0 0001819810 Redwire Corp RDW 0001309111 BAIN CAPITAL CREDIT MEMBER, LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001953825 BCC Redwire Aggregator, L.P. C/O BAIN CAPITAL CREDIT MEMBER, LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 Series A Convertible Preferred Stock 3.05 Common Stock 16393442 I See footnote In connection with the consummation of the transactions contemplated by the Investment Agreement, dated as of October 28, 2022, between the Issuer and BCC Redwire Aggregator, L.P., a Delaware limited partnership ("BCCR"), BCCR acquired (i) 40,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock") from the Issuer for an aggregate purchase price of $40 million and (ii) 10,000 shares of Series A Convertible Preferred Stock from AE Industrial Partners Fund II, LP and AE Industrial Partners Structured Solutions I, LP (together, the "AE Sellers") for an aggregate purchase price of $10 million, which such 10,000 shares were subject to a transfer obligation pursuant to a transfer agreement among the Issuer, BCCR and the AE Sellers entered into on October 28, 2022. The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Issuer, paid in kind, at a rate of 13% per annum if paid in cash or 15% per annum if paid in kind ("PIK Payment"), subject to certain adjustments. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election. The Series A Convertible Preferred Stock has no expiration date; however, the Issuer must offer to repurchase each outstanding share of Series A Convertible Preferred Stock in the event of a fundamental change and each share of Series A Convertible Preferred Stock will mandatorily convert into shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), upon the satisfaction of certain conditions. The number of shares of Series A Convertible Preferred Stock held by the Reporting Person and the shares of Common Stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Issuer elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind. The conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The shares of Series A Convertible Preferred Stock are held directly by BCCR. Bain Capital Credit, Member, LLC, a Delaware limited liability company ("BCCM"), is the general partner of BCCR. As a result of the relationships described in this statement, BCCM may be deemed to possess indirect beneficial ownership of the shares of Common Stock held by BCCR. BCCM disclaims indirect beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such shares. By: Bain Capital Credit Member, LLC, /s/ Michael Treisman, Managing Director and General Counsel 2022-11-10 By: BCC Redwire Aggregator, L.P., by Bain Capital Credit Member, LLC, its general partner, /s/ Michael Treisman, Managing Director and General Counsel 2022-11-10