VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a
leading provider of aftermarket distribution and repair services,
announced today that it has priced its previously announced
underwritten public offering. The Company is offering 1,724,137
shares of its common stock at a price to the public of $87.00 per
share. VSE has also granted the underwriters a 30-day option to
purchase up to an additional 258,620 shares of common stock. The
offering is expected to close on October 17, 2024, subject to the
satisfaction of customary closing conditions.
Net proceeds from the offering are expected to be approximately
$142.5 million after deducting underwriting discounts and
commissions and before estimated offering expenses. VSE intends to
use the net proceeds from this offering to finance a portion of the
cash consideration for its previously announced acquisition of
Kellstrom Aerospace Group, Inc.
Jefferies and RBC Capital Markets are acting as joint lead
book-running managers and representatives of the underwriters for
the offering. William Blair, Stifel and Truist Securities are also
serving as joint book-running managers for the offering. B. Riley
Securities and The Benchmark Company are serving as co-managers for
the offering.
An automatically effective shelf registration statement relating
to the securities being offered has been filed with the Securities
and Exchange Commission (the “SEC”). 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 have been filed
with the SEC and are available free of charge on the SEC’s website
at http://www.sec.gov. The final prospectus supplement and
accompanying prospectus relating to the offering will be filed with
the SEC and may also be obtained, when available, from Jefferies
LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison
Avenue, New York, New York 10022, by telephone at (877) 821-7388 or
by email at Prospectus_Department@Jefferies.com, or from RBC
Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY
10281, Attention: Equity Capital Markets, Facsimile: (212)
428-6260.
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.
ABOUT VSE CORPORATION
VSE is a leading provider of aftermarket distribution and repair
services. Operating through its two key segments, VSE significantly
enhances the productivity and longevity of its customers’
high-value, business-critical assets. The Aviation segment is a
leading provider of aftermarket parts distribution and maintenance,
repair, and overhaul services for components and engine accessories
to commercial, business, and general aviation operators. The Fleet
segment specializes in part distribution, engineering solutions,
and supply chain management services catered to the medium and
heavy-duty fleet market.
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 of the closing and use of proceeds, our
expectation that we will complete the proposed offering, our
operations, economic performance, financial condition, 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:
- supply chain delays and disruptions;
- risks related to our work on large government programs;
- our ability to consummate, successfully integrate, and achieve
the strategic and other objectives, including any expected
synergies, relating to pending acquisitions, including the
acquisition of Kellstrom Aerospace Group, Inc.;
- our ability to successfully integrate and realize the
anticipated benefits of recently acquired businesses, including the
acquisition of the Turbine Controls, LLC business;
- our ability to successfully divest businesses and to transition
facilities in connection therewith;
- risks related to future business conditions resulting in
impairments;
- risks related to the intense competition in our industry;
- risks related to the performance of the aviation
aftermarket;
- global economic and political conditions;
- prolonged periods of inflation and our ability to mitigate the
impact thereof;
- challenges related to workforce management or any failure to
attract or retain a skilled workforce;
- our dependence on third-party package delivery companies;
- compliance with government rules and regulations, including
environmental and pollution risk;
- risks related to technology security and cyber-attacks;
- risks related to our outstanding indebtedness;
- risks related to market volatility in the debt and equity
capital markets;
- our expected use of proceeds from the offering;
- risks related to our published financial guidance;
- risks related to our preliminary financial estimates, which
represent management’s current estimates and are subject to change;
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, 2023 and our Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 2024 and June
30, 2024.
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/20241015071768/en/
INVESTOR RELATIONS CONTACT: Michael Perlman Vice
President of Investor Relations and Treasury Phone: (954) 547-0480
Email: investors@vsecorp.com
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