VSE Corporation Announces Public Offering of Common Stock
July 19 2023 - 3:01PM
Business Wire
VSE Corporation (NASDAQ: VSEC; “VSE”, or the “Company”), a
leading provider of aftermarket distribution and maintenance,
repair and overhaul (“MRO”) services for air, land and sea
transportation assets for commercial and government markets,
announced today that it has commenced an underwritten public
offering, subject to market and other conditions, of shares of its
common stock pursuant to an effective shelf registration statement.
In addition, VSE intends to grant the underwriters a 30-day option
to purchase up to an additional 15% of the shares of common stock
offered in the public offering.
VSE expects to use substantially all of the net proceeds from
this offering to repay outstanding borrowings under its revolving
credit facility and any remaining amounts for general corporate
purposes.
RBC Capital Markets, LLC and William Blair & Company, L.L.C.
are acting as joint book-running managers and representatives of
the underwriters for the offering.
A shelf registration statement relating to the securities being
offered has been filed with the Securities and Exchange Commission
(the “SEC”) and has been declared effective. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any securities described herein, nor shall there be
any sale of the securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities law of any such
jurisdiction. The offering is being made only by means of a
preliminary prospectus supplement and accompanying prospectus. A
preliminary prospectus supplement and accompanying prospectus
relating to the offering will be filed with the SEC and will be
available free of charge on the SEC’s website at
http://www.sec.gov. Copies of the preliminary prospectus supplement
and accompanying prospectus relating to this offering of securities
may also be obtained from RBC Capital Markets, LLC, Attention:
Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY
10281-8098, by telephone at (877) 822-4089 or by email at
equityprospectus@rbccm.com or William Blair & Company, L.L.C.,
Attention: Prospectus Department, 150 North Riverside Plaza,
Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email
at prospectus@williamblair.com.
ABOUT VSE CORPORATION
VSE is a leading provider of aftermarket distribution and repair
services for air, land and sea transportation assets for commercial
and government markets. Core services include MRO services, parts
distribution, supply chain management and logistics, engineering
support, and consulting and training services for global
commercial, federal, military and defense customers. VSE also
provides information technology and energy consulting services. For
additional information regarding VSE’s services and products, visit
www.vsecorp.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they
are not recitations of historical fact, constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All such statements are intended to be covered
by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995
and this statement is included for purposes of such safe harbor
provisions.
“Forward-looking” statements, as such term is defined by the SEC
in its rules, regulations and releases, represent our expectations
or beliefs, including, but not limited to, statements concerning
our expectations regarding the offering of common stock, including
the expected timing, terms, size and use of proceeds, our
expectation that we will complete the proposed offering, our
operations, economic performance, financial condition, the impact
of widespread health developments, the health and economic impact
thereof and the governmental, commercial, consumer and other
responses thereto, growth and acquisition strategies, investments
and future operational plans. Without limiting the generality of
the foregoing, words such as “may,” “will,” “expect,” “believe,”
“anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,”
“project,” “could,” “estimate,” “might,” “continue,” “seeking” or
the negative or other variations thereof or comparable terminology
are intended to identify forward-looking statements.
These statements speak only as of the date of this press release
and we undertake no ongoing obligation, other than that imposed by
law, to update these statements. These statements relate to, among
other things, our intent, belief or current expectations with
respect to: our future financial condition, results of operations
or prospects; our business and growth strategies; and our financing
plans and forecasts. You are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve significant risks and uncertainties, certain of which
are beyond our control, and that actual results may differ
materially from those contained in or implied by the
forward-looking statements as a result of various factors, some of
which are unknown, including, without limitation:
- risks related to the loss of or disruption of revenue from
certain large government programs that may constitute a material
portion of our revenue;
- our ability to successfully divest businesses planned for
divestiture, including the pending sale of our Federal and Defense
segment to Bernhard Capital Partners, and to realize the
anticipated benefits of such divestitures, including related
business realignment activities and the execution of new business
strategies;
- our ability to successfully integrate acquired businesses,
including our acquisition of Desser-Graham Partnership, L.P., and
to execute our acquisition strategy;
- our inability to obtain, or meet conditions imposed for,
required governmental and regulatory approvals related to
acquisitions and divestitures;
- risks related to increasing competition for new and existing
programs and the ability for unsuccessful bidders to protest
contract awards that we may be awarded, which may result in delays
or a reversal of a contract award;
- risks related to the performance of the aviation aftermarket,
which may be impacted by macroeconomic cycles for the broader
aviation industry;
- global economic and political conditions, including foreign
conflicts and their residual effects;
- the impact of the global outbreak of the COVID-19 pandemic and
governmental and other actions taken in response;
- prolonged periods of inflation and our ability to mitigate the
impact thereof;
- our dependence on third-party package delivery companies;
- risks related to our handling of proprietary or classified
information as well as risks related to technology security and
cyber-attacks on our operations;
- risks related to the uncertainty of government budget
priorities and changes to government procurement directives;
- risks related to changes to United States Department of Defense
business practices;
- risks related to compliance with laws and regulations relating
to the award, administration and performance of government
contracts, including routine audits and investigations of our
performance under such government contracts;
- risks related to our outstanding indebtedness and our ability
to access cost-effective sources of fundings; and
- the other factors identified in our reports filed or expected
to be filed with the SEC including our Annual Report on Form 10-K
for the year ended December 31, 2022 and our Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2023.
You are advised, however, to consult any further disclosures we
make on related subjects in our periodic reports on Forms 10-K,
10-Q or 8-K filed with or furnished to the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20230719283631/en/
INVESTOR CONTACT Michael Perlman VP, Investor Relations
& Communications (954) 547-0480 investors@vsecorp.com
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