V2X, INC. ANNOUNCES PROPOSED SECONDARY OFFERING OF COMMON STOCK

Rhea-AI Summary

V2X (NYSE:VVX) has announced an underwritten public offering of 2,500,000 shares of common stock by a selling stockholder. The stockholder plans to grant underwriters an option to purchase up to 375,000 additional shares. V2X is not selling any shares and will not receive any proceeds from the offering. Baird, Goldman Sachs & Co. , and Morgan Stanley are serving as lead joint book-running managers. The offering is subject to market conditions, with no guarantee of completion or final terms.

Positive

• None.

Negative

• Potential market dilution from 2.5 million shares being offered
• Additional dilution risk from 375,000 share option granted to underwriters
• Company receives no proceeds from the transaction

Insights

Financial Analyst

This secondary offering of 2.5 million shares with an additional 375,000 shares option represents a significant market event for V2X. With a current market cap of $2.1 billion, this offering could potentially increase the public float by approximately 20%. The involvement of major underwriters like Baird, Goldman Sachs and Morgan Stanley adds credibility to the transaction.

The selling stockholder's decision to liquidate their position could create temporary selling pressure on the stock. However, since V2X isn't issuing new shares, there's no dilution of existing shareholders' equity. The expanded float could improve trading liquidity and potentially attract institutional investors who require certain volume thresholds.

The timing and size of this offering suggest the selling stockholder believes current market conditions are favorable for exit, though investors should monitor the final pricing relative to current market value for sentiment indicators.

MCLEAN, Va., Nov. 12, 2024 /PRNewswire/ -- V2X, Inc. (NYSE:VVX) ("V2X" or the "company"), a leading provider of global mission solutions, announced today the commencement of an underwritten public offering of 2,500,000 shares of common stock by a certain selling stockholder.  In connection with the offering, the selling stockholder intends to grant the underwriters an option to purchase up to 375,000 additional shares of common stock from the selling stockholder.  V2X is not selling any shares of common stock in the offering, and V2X will not receive any proceeds from the offering by the selling stockholder.  The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Baird, Goldman Sachs & Co. LLC and Morgan Stanley are serving as lead joint book-running managers for the proposed offering.

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 proposed offering was declared effective by the Securities and Exchange Commission (the "SEC") on September 12, 2022.  A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering have been filed with the SEC and may be obtained by visiting EDGAR on the SEC's website at www.sec.gov or by contacting Baird, 777 East Wisconsin Avenue, Milwaukee, WI 53202, Attention: Syndicate Department, Telephone: 800-792-2473, Email: syndicate@rwbaird.com, Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282-2198, Attention: Prospectus Department, Telephone: 866-471-2526, Email: Prospectus-ny@ny.email.gs.com, or Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.

This press release shall not constitute an offer to sell or the 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.

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 proposed offering and 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: the company's ability to submit proposals for and/or win all potential opportunities in their pipeline; the company's ability to retain and renew existing contracts; the company'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 U.S. government; protests of new awards; economic, political and social conditions in the countries in which they conduct their business; changes in U.S. or international government defense budgets; government regulations and compliance therewith, including changes to the Department of Defense procurement process; changes in technology; the company's ability to protect their intellectual property rights; governmental investigations, reviews, audits and cost adjustments; contingencies related to actual or alleged environmental contamination, claims and concerns; delays in completion of the U.S. government budget; the company's success in extending, deepening, and enhancing their technical capabilities; the company's success in expanding their geographic footprint or broadening their customer base; the company's ability to realize the full amounts reflected in their backlog; impairment of goodwill; misconduct of the company's employees, subcontractors, agents, prime contractors and business partners; the company's ability to control costs; the company's level of indebtedness; terms of the company's credit agreements; inflation and interest rate risk; geopolitical risk, including as a result of recent global hostilities; the company's subcontractors' performance; economic and capital markets conditions; the company's ability to maintain safe work sites and equipment; the company's ability to retain and recruit qualified personnel; the company's ability to maintain good relationships with their workforce; the company's teaming relationships with other contractors; changes in the company's accounting estimates; the adequacy of the company's insurance coverage; volatility in the company's stock price; changes in the company's tax provisions or exposure to additional income tax liabilities; risks and uncertainties relating to integrating and refining internal control systems post-merger; changes in generally accepted accounting principles; the impact of the U.S. November 2024 presidential and congressional elections; and other factors described in the company's reports filed on Form 10-K, 10-Q and 8-K, and other filings the company files with the SEC from time to time. V2X undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

FAQ

How many shares are being offered in V2X's (VVX) secondary offering?

The secondary offering includes 2,500,000 shares of common stock, with an additional option for underwriters to purchase up to 375,000 shares.

Will V2X (VVX) receive any proceeds from the secondary offering?

No, V2X will not receive any proceeds from the offering as the shares are being sold by a selling stockholder, not by the company.

Who are the lead underwriters for V2X's (VVX) secondary offering?

Baird, Goldman Sachs & Co. , and Morgan Stanley are serving as lead joint book-running managers for the offering.

When was V2X's (VVX) Form S-3 registration statement declared effective?

The Form S-3 registration statement (File No. 333-267223) was declared effective by the SEC on September 12, 2022.