0001104659-22-113640.txt : 20221101 0001104659-22-113640.hdr.sgml : 20221101 20221101190217 ACCESSION NUMBER: 0001104659-22-113640 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221028 FILED AS OF DATE: 20221101 DATE AS OF CHANGE: 20221101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP CENTRAL INDEX KEY: 0001804072 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 221351871 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I GP, LP CENTRAL INDEX KEY: 0001952933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39733 FILM NUMBER: 221351870 BUSINESS ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 372-7820 MAIL ADDRESS: STREET 1: 2500 N. MILITARY TRAIL, SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33431 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 4 1 tm2229371-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-10-28 0 0001819810 Redwire Corp RDW 0001804072 AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON FL 33431 1 0 1 0 0001952933 AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I GP, LP C/O AE INDUSTRIAL PARTNERS, LP 2500 N. MILITARY TRAIL, SUITE 470 BOCA RATON FL 33431 1 0 1 0 Series A Convertible Preferred Stock 3.05 2022-10-28 4 A 0 40000 1000 A Common Stock, par value $0.0001 per share 13114755 40000 I See footnote Pursuant to the Investment Agreement, dated as of October 28, 2022, Redwire Corporation (the "Company") sold AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Structured Solutions I, LP ("AE Structured LP") 30,000 and 10,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock"), respectively, for an aggregate purchase price of $40 million. The Series A Convertible Preferred Stock accrues dividends, payable in cash or, at the option of the Company, 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 conversion price is subject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. The number of shares of Series A Convertible Preferred Stock held by the reporting person and the shares of Company common stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Company elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind (or, in the event the Company elects to accrue for dividends in lieu of a cash or PIK Payment, will increase the number of shares of common stock underlying each share of Series A Convertible Preferred Stock). 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 Company 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 Company's common stock upon the satisfaction of certain conditions. AE Fund II LP and AE Structured LP directly own 30,000 and 10,000 shares of the Series A Convertible Preferred Stock, respectively. Voting and dispositive power with respect to the shares of Series A Convertible Preferred Stock held by AE Fund II LP and AE Structured LP is exercised by Michael Greene and David H. Rowe, the managing members of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP") and AE Industrial Partners Structured Solutions I GP, LP ("AE Structured GP"). AE Fund II GP and AE Structured GP are the general partners of AE Fund II LP and AE Structured LP, respectively. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Kirk Michael Konert serves as a Partner of AE Industrial Partners, LP and AE Industrial Partners may, therefore, be considered a director of the issuer by deputization. Exhibit 24 - Power of Attorney. This report is filed as form 2 of 2 to report related transactions for the following filers: (i) AE Red Holdings, LLC, (ii) AE Industrial Partners Fund II GP, LP, (iii) Michael Robert Greene, (iv) David H. Rowe, (v) AE Industrial Partners Fund II-B, LP, (vi) AE Industrial Partners Fund II, LP, (vii) AE Industrial Partners Fund II-A, LP, (viii) AE Industrial Partners, LP, (ix) AeroEquity GP, LLC, (x) AE Industrial Partners Structured Solutions I, LP and (xi) AE Industrial Partners Structured Solutions I GP, LP. AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP By: AE Industrial Partners Structured Solutions I GP, LP Its: General Partner By: AeroEquity GP, LLC Its: General Partner By: /s/ Michael Greene Name: Michael Greene Title: Managing Member 2022-11-01 AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I GP, LP By: AeroEquity GP, LLC Its: General Partner By: /s/ Michael Greene Name: Michael Greene Title: Managing Member 2022-11-01 EX-24 2 tm2229371d3_ex24.htm EXHIBIT 24

Exhibit 24

 

POWER OF ATTORNEY

 

FOR SECTION 16 REPORTING OBLIGATIONS

 

November 1, 2022

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Nathan O’Konek, Alexander M. Schwartz and Robert M. Hayward P.C., signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding common stock of Redwire Corporation, a Delaware corporation (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (including any amendments, supplements or exhibits thereto) and timely file such form with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned’s attorneys-in-fact appointed by this Power of Attorney and ratifies any such release of information; and (iv) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above.

 

    Signed and acknowledged:
       
  AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I, LP
   
  By: AE Industrial Partners Structured Solutions I GP, LP
  Its: General Partner
   
  By: AeroEquity GP, LLC
  Its: General Partner
   
  By: /s/ Michael Greene
  Name: Michael Greene
  Title: Managing Member
   
 

AE INDUSTRIAL PARTNERS STRUCTURED SOLUTIONS I GP, LP

   
  By: AeroEquity GP, LLC
  Its: General Partner
   
  By: /s/ Michael Greene
  Name: Michael Greene
  Title: Managing Member