V2X, INC. ANNOUNCES SALE OF 2.0 MILLION SHARES OF COMMON STOCK IN SECONDARY OFFERING BY VERTEX AEROSPACE
Rhea-AI Summary
V2X (NYSE:VVX) announced that Vertex Aerospace is selling 2.0 million shares of V2X common stock in a secondary offering. V2X will purchase 200,000 shares from the underwriter at the same price paid to Vertex Aerospace, using cash on hand.
Following the offering, Vertex Aerospace will retain a 32.3% ownership stake with 10,167,286 shares. The transaction will trigger significant governance changes, including the resignation of two Vertex Aerospace-designated directors by V2X's 2026 Annual Meeting and reduced board committee representation and corporate action consent rights for Vertex Aerospace.
RBC Capital Markets serves as the sole underwriter, with the offering expected to close around August 11, 2025. V2X will not receive any proceeds from the offering.
Positive
- V2X's repurchase of 200,000 shares demonstrates confidence in the company's value
- Reduction in Vertex Aerospace's control rights enhances V2X's corporate governance autonomy
- Vertex Aerospace maintains significant ownership (32.3%), showing continued commitment to V2X
Negative
- Large secondary offering of 2.0 million shares could create temporary selling pressure
- Loss of two board directors may impact strategic oversight during transition
News Market Reaction – VVX
In the Aug 8 session, VVX declined 4.75%, reflecting a moderate negative market reaction. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 200,000 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, Vertex Aerospace will continue to beneficially own 10,167,286 shares, or approximately
A registration statement on Form S-3 (File No. 333-267223) relating to the shares of common stock of V2X to be sold in the offering was declared effective by the Securities and Exchange Commission (the "SEC") on September 12, 2022 and the offering may only be made by means of the written prospectus contained therein. Before you invest, you should read the prospectus in that registration statement and the other documents V2X has filed with the SEC for more complete information about V2X and this offering. You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, RBC Capital Markets will arrange to send you the prospectus if you request it by writing RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor,
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995 and, as such, may involve risks and uncertainties. All statements included in this press release, other than statements that are purely historical, are forward-looking statements. Forward-looking statements include statements about the offering, the changes in Vertex Aerospace's rights under the Shareholders Agreement and V2X's repurchase of shares of its common stock as part of this offering, which generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "could," "potential," "continue" or similar terminology. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.
These risks and uncertainties include, but are not limited to: V2X's ability to submit proposals for and/or win all potential opportunities in their pipeline; V2X's ability to retain and renew existing contracts; V2X's ability to compete with other companies in their market; security breaches, cyber-attacks or cyber intrusions, and other disruptions to their information technology and operation; their mix of cost-plus, cost-reimbursable, firm-fixed-price and time-and-materials contracts; maintaining their reputation and relationship with the
V2X, Inc.
Mike Smith
Vice President, Treasury, Corporate Development and Investor Relations
1-719-637-5773
IR@goV2X.com
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SOURCE V2X, Inc.