V2X Shareholder Vertex Aerospace Sells 2.25M Shares, To Repurchase 363K Shares From Offering, Ends Board Rights
V2X Inc VVX | 69.75 | +0.46% |
V2X, Inc. (NYSE:VVX) ("V2X"), a leading provider of global mission solutions, announced today the sale of 2.25 million shares of its common stock on an underwritten basis by Vertex Aerospace Holdco LLC ("Vertex Aerospace"). V2X is not selling any shares of common stock in the offering, and V2X will not receive any proceeds from the offering by Vertex Aerospace. The offering is expected to close on or about November 13, 2025, subject to customary closing conditions.
RBC Capital Markets is acting as the sole underwriter for the offering. RBC Capital Markets proposes to offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.
Subject to the closing of the offering, V2X has agreed to purchase from the underwriter 363,638 of the shares of V2X's common stock that are subject to the offering at a price per share of common stock equal to the price to be paid to Vertex Aerospace by RBC Capital Markets. V2X intends to fund the repurchase of its common stock with cash on hand.
Following the offering and the repurchase, Vertex Aerospace will continue to beneficially own 6,217,286 shares, or approximately 19.9%, of V2X's outstanding common stock after giving effect to the offering, including V2X's repurchase of shares of its common stock. In accordance with the Shareholders Agreement among V2X, Vertex Aerospace and certain affiliates of Vertex Aerospace (the "Shareholders Agreement"), upon the closing of the offering, the Shareholders Agreement will automatically terminate, and consequently Vertex Aerospace will no longer have the right to designate (a) any nominee for election to the Board of Directors of V2X or (b) any director to serve on any committee of the Board of Directors of V2X. Upon the closing of the offering, the remaining directors affiliated with Vertex Aerospace will resign.
