Major Space Tech Investor Bain Capital Reduces Redwire Holdings in $61M Deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Bain Capital Credit Member LLC reported significant changes in its holdings of Redwire Corp (RDW) through Form 4 filings. On June 18, 2025, the company, acting as a 10% owner, executed a major transaction involving Series A Convertible Preferred Stock.
Key transaction details:
- Disposed of 11,195.81 shares of Series A Convertible Preferred Stock
- The repurchase was equivalent to 3,670,758 shares of common stock at a conversion price of $3.05
- Transaction value: $61,485,210 based on offering price of $16.75 per common share
- Retained 60,661.53 shares of Series A Convertible Preferred Stock post-transaction
The preferred stock features include a 13% cash dividend or 15% paid-in-kind dividend rate, with conversion rights at any time. The company previously received 21,857.34 shares as paid-in-kind dividends. The conversion price is subject to anti-dilution adjustments.
Positive
- None.
Negative
- Bain Capital Credit, through BCC Redwire Aggregator, sold 11,195.81 shares of Series A Convertible Preferred Stock back to the company, equivalent to 3,670,758 common shares at $16.75 per share, totaling approximately $61.5M in value - indicating a significant reduction in holdings by a major 10% owner
Insider Trade Summary
1 transaction reported
Net Sell
1 txn
Insider
BAIN CAPITAL CREDIT MEMBER, LLC, BCC Redwire Aggregator, L.P.
Role
10% Owner | 10% Owner
Sold
11,195.81 shs ($0.00)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Series A Convertible Preferred Stock | 11,195.81 | $0.00 | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 60,661.53 shares (Indirect, See footnote)
Footnotes (1)
- In connection with the Issuer's June 16, 2025 offer and sale (the "Offering") of shares of its common stock, par value $0.0001 per share ("Common Stock"), on June 18, 2025, the Reporting Person notified the Issuer of its election to have the Issuer repurchase 11,195.81 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Convertible Preferred Stock"), pursuant to the terms of a Registration Rights Coordination Agreement entered into as of June 8, 2025 by and between the Issuer, BCC Redwire Aggregator, L.P., a Delaware limited partnership ("BCCR"), AE Industrial Partners, Fund II L.P. and AE Industrial Structured Solutions I, L.P (the "RRCA"). The number of shares of Series A Convertible Preferred Stock repurchased is the number that would need to be converted to yield 3,670,758 shares of Common Stock, based on the quotient of $61,485,210 in Repurchase Proceeds (as defined in the RRCA) divided by a per share price of Common Stock offered in the Offering of $16.75, and a conversion price of $3.05 per share. The number of shares of Series A Convertible Preferred Stock includes 21,857.34 shares received as paid-in-kind dividends since the Reporting Person's most recent filing in transactions exempt under Rule 16a9(a). 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, subject to certain adjustments. 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 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 Common Stock upon the satisfaction of certain conditions. 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.
FAQ
What insider transaction occurred at Redwire (RDW) on June 18, 2025?
Bain Capital Credit Member, LLC, a 10% owner of Redwire, sold 11,195.81 shares of Series A Convertible Preferred Stock, which would convert to 3,670,758 shares of common stock. This transaction was part of a repurchase agreement related to Redwire's June 16, 2025 common stock offering.
What is the conversion price of RDW's Series A Convertible Preferred Stock?
The Series A Convertible Preferred Stock has a conversion price of $3.05 per share, subject to customary anti-dilution adjustments for events such as stock splits, stock dividends, recapitalizations, or similar events.
What dividend rate does RDW's Series A Convertible Preferred Stock pay?
The Series A Convertible Preferred Stock accrues dividends at a rate of 13% per annum if paid in cash, or 15% per annum if paid in kind (PIK). Prior to this filing, the company had issued 21,857.34 shares as paid-in-kind dividends.