RedWire, LLC entered into a definitive agreement to acquire Genesis Park Acquisition Corp. (NYSE:GNPK) from Genesis Park Holdings and a group of shareholders in a reverse merger transaction for approximately $440 million on March 25, 2021. The aggregate consideration to be paid to RedWire will be paid in a combination of stock and cash consideration. The cash consideration will be an amount equal to $75 million. The remainder of the consideration will be paid in (i) 37.2 million shares of Class A common stock of Genesis Park and (ii) 2 million warrants to purchase one share of Class A Common Stock per warrant. Existing shareholders of RedWire will own 57%, public shareholder will own 25%, PIPE investors will own 12% and GNPK Sponsor will own 6% of the resulting issuer. Pursuant to the Investor Rights Agreement, the Holders have agreed not to sell, transfer, pledge or otherwise dispose of shares of Registrable Securities for 180 days; provided for he shares issued to RedWire (Lock-Up). AE Industrial Partners will remain a significant shareholder in Redwire following the completion of the proposed merger. Existing RedWire shareholders will be rolling a significant portion of their equity. Genesis Park Acquisition Corp. will change its name to Redwire and the company will trade on the NYSE.


Following the closing of the transaction, Redwire will continue to be led by Chairman and Chief Executive Officer Peter Cannito. The Redwire Board will be comprised of current Redwire Board members Pete Cannito, Reggie Brothers, Joanne Isham and Kirk Konert, along with Jonathan Baliff President, Chief Financial Officer and Director of Genesis Park; John Bolton, Advisor to Genesis Park and Les Daniels, Operating Partner of AE Industrial Partners. Redwire will have the right to nominate five directors to the Board and will have right to nominate two Directors. The transaction is subject to approval by Genesis Park's shareholders; the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; Genesis Park having at least $5,000,001 of net tangible assets as of the closing of the transactions; approval for listing by the NYSE and customary bringdown conditions. The transaction has been unanimously approved by the Boards of Directors of Redwire and Genesis Park. The Genesis board unanimously recommends that the shareholders vote “FOR” the Business Combination Proposal. Genesis Park Acquisition Corp. and Redwire filed the required forms under the HSR Act with the Antitrust Division and the FTC on April 8, 2021 and the 30-day waiting period expired on May 10, 2021. As of August 11, 2021, the U.S. Securities and Exchange Commission has declared effective its registration statement on Form S-4. The meeting of the shareholders of Genesis is scheduled on July 21, 2021. As of August 11, 2021, the meeting of the shareholders of Genesis is scheduled on September 1, 2021. As of August 25, 2021, the meeting of the shareholders of Genesis is scheduled on September 2, 2021. As of September 1, 2021, Genesis shaehlders approved the transaction. The transaction is expected to be completed by the end of the second quarter of 2021. As of September 1, 2021, the transaction is expected to be consummated on or about September 2, 2021.

Jefferies, LLC is serving as financial advisor and Jeremy S. Liss, Douglas C. Gessner, Robert M. Hayward, Matthew S. Arenson, Dan Hoppe and Alexander M. Schwartz of Kirkland and Ellis LLP are serving as legal counsel to Redwire. Greenhill and KPMG are serving as financial advisors and William H. Gump, Angela Olivarez and Jesse P. Myers of Willkie Farr & Gallagher LLP and Sheppard, Mullin, Richter & Hampton LLP are serving as legal counsel to Genesis Park. Morrow & Co., LLC acted as information agent to Genesis Park and will receive a fee of $30,000 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Genesis.