| Item 1.01 |
Entry into a Material Definitive Agreement. |
On October 27, 2025, VSE Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC and Morgan Stanley & Co. LLC, acting as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell (the “Offering”) 2,352,941 shares (the “Firm Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), at a price to the public of $170.00 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 352,941 shares of Common Stock offered in the Offering on the same terms and conditions (the “Optional Shares” and, together with the Firm Shares, the “Shares”). On October 28, 2025, the Underwriters informed the Company of their exercise in full of the option to purchase the Optional Shares. The Offering is closing on October 29, 2025.
The Company estimates that the net proceeds from the Offering will be approximately $441.6 million (including the Underwriters’ exercise in full of the option to purchase the Optional Shares), after deducting underwriting discounts and commissions and before estimated offering expenses. The Company intends to use net proceeds from the Offering to fund all or a portion of the cash consideration for its previously announced acquisition of GenNx/AeroRepair IntermediateCo Inc., to support potential future strategic acquisitions, and for general corporate purposes. Pending the application of the net proceeds as described herein, the Company may use the net proceeds from the Offering for general corporate purposes, including to invest in liquid assets that may include, but would not be limited to, short-term obligations, money market funds and guaranteed obligations of the U.S. government or to repay outstanding borrowings under the Company’s revolving loan facility.
The Offering was made pursuant to the Company’s automatically effective registration statement on Form S-3 (Registration No. 333-281222), which was previously filed with the Securities and Exchange Commission on August 2, 2024, a base prospectus dated August 2, 2024 and a prospectus supplement dated October 27, 2025.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into lock-up agreements in substantially the form included as an exhibit to the Underwriting Agreement, providing for a 45-day “lock-up” period with respect to sales of Common Stock, subject to certain exceptions.
The foregoing description of the Underwriting Agreement is subject to, and is qualified in its entirety by, the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.
A copy of the opinion of Jones Day relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit |
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Description |
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| 1.1 |
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Underwriting Agreement, dated October 27, 2025 between the Company and Jefferies LLC and Morgan Stanley & Co. LLC |
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| 5.1 |
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Opinion of Jones Day |
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| 23.1 |
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Consent of Jones Day (included in Exhibit 5.1) |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
