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    Amendment: SEC Form SC 13D/A filed by V2X Inc.

    9/16/24 4:06:49 PM ET
    $VVX
    Diversified Commercial Services
    Consumer Discretionary
    Get the next $VVX alert in real time by email
    SC 13D/A 1 d896010dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    (Rule 13d-101)

    Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)

     

     

    V2X, Inc.

    (Name of Issuer)

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

    92242T 101

    (CUSIP Number)

    Joel M. Rotroff

    American Industrial Partners

    450 Lexington Avenue, 40th Floor

    New York, New York 10017

    (212) 627-2360

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    September 12, 2024

    (Date of Event Which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

     

     

     


     1   

     NAMES OF REPORTING PERSONS

     

     American Industrial Partners Capital Fund VI, L.P.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     OO (See Item 3)

     5  

     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     0

        8  

     SHARED VOTING POWER

     

     16,291,866 (1)(2)

        9  

     SOLE DISPOSITIVE POWER

     

     0

       10  

     SHARED DISPOSITIVE POWER

     

     16,200,001 (1)

     11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     16,291,866 (1)(2)

     12  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

     13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     52.2% (3)

     14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN

     

    (1)

    Includes (i) 16,300,001 shares owned directly by Vertex Aerospace Holdco LLC (“Vertex Holdco”) and indirectly by American Industrial Partners Capital Fund VI, L.P. (“AIP Fund VI”) and AIPCF VI Vertex Aerospace Funding LP (“Vertex Funding”).

    (2)

    Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D.

    (3)

    Based on 31,191,628 shares of Common Stock outstanding as of September 1, 2024.


     1   

     NAMES OF REPORTING PERSONS

     

     AIPCF VI Vertex Aerospace Funding LP

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     OO (See Item 3)

     5  

     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     0

        8  

     SHARED VOTING POWER

     

     16,291,866 (1)(2)

        9  

     SOLE DISPOSITIVE POWER

     

     0

       10  

     SHARED DISPOSITIVE POWER

     

     16,200,001 (1)

     11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     16,291,866 (1)(2)

     12  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

     13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     52.2% (3)

     14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN

     

    (1)

    Includes (i) 16,200,001 shares owned directly by Vertex Aerospace Holdco LLC (“Vertex Holdco”) and indirectly by American Industrial Partners Capital Fund VI, L.P. (“AIP Fund VI”) and AIPCF VI Vertex Aerospace Funding LP (“Vertex Funding”).

    (2)

    Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D.

    (3)

    Based on 31,191,628 shares of Common Stock outstanding as of September 1, 2024.


     1   

     NAMES OF REPORTING PERSONS

     

     Vertex Aerospace Holdco LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     OO (See Item 3)

     5  

     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     0

        8  

     SHARED VOTING POWER

     

     16,291,866 (1)

        9  

     SOLE DISPOSITIVE POWER

     

     0

       10  

     SHARED DISPOSITIVE POWER

     

     16,200,001

     11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     16,291,866 (1)

     12  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

     13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     52.2% (2)

     14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     OO

     

    (1)

    Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D.

    (2)

    Based on 31,191,628 shares of Common Stock outstanding as of September 1, 2024.


     1   

     NAMES OF REPORTING PERSONS

     

     AIPCF VI, LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     OO (See Item 3)

     5  

     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     0

        8  

     SHARED VOTING POWER

     

     16,667,286 (1)(2)

        9  

     SOLE DISPOSITIVE POWER

     

     0

       10  

     SHARED DISPOSITIVE POWER

     

     16,575,421 (1)

     11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     16,667,286 (1)(2)

     12  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

     13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     53.2% (3)

     14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     OO

     

    (1)

    Includes (i) 16,200,001 shares owned directly by Vertex Aerospace Holdco LLC (“Vertex Holdco”) and indirectly by American Industrial Partners Capital Fund VI, L.P. (“AIP Fund VI”) and AIPCF VI Vertex Aerospace Funding LP (“Vertex Funding”), and (ii) 375,420 shares owned directly by Lightship Capital LLC (“Lightship”). As described in Item 2 herein, each of AIP Fund VI, Vertex Funding, Vertex Holdco and Lightship are under common control of AIPCF VI, LLC (“AIP GP” and, together with AIP Fund VI, Vertex Funding, Vertex Holdco and Lightship, the “Reporting Persons”).

    (2)

    Includes 91,865 shares over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters. See Item 6 of the Original Schedule 13D.

    (3)

    Based on 31,191,628 shares of Common Stock outstanding as of September 1, 2024.


     1   

     NAMES OF REPORTING PERSONS

     

     Lightship Capital LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

     (a) ☒  (b) ☐

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     OO (See Item 3)

     5  

     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7   

     SOLE VOTING POWER

     

     0

        8  

     SHARED VOTING POWER

     

     375,420

        9  

     SOLE DISPOSITIVE POWER

     

     0

       10  

     SHARED DISPOSITIVE POWER

     

     375,420

     11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     375,420

     12  

     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

     13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     1.2% (1)

     14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     OO

     

    (1)

    Based on 31,191,628 shares of Common Stock outstanding as of September 1, 2024.


    Explanatory Note

    This Amendment No. 3 to the statement on beneficial ownership on Schedule 13D (this “Amendment No. 3”) amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Persons with the SEC on July 15, 2022, as amended by Amendment No. 1 thereto filed by the Reporting Person with the SEC on September 15, 2022, and as further amended by Amendment No. 2 thereto filed by the Reporting Person with the SEC on September 10, 2024 (collectively, the “Original Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D.

     

    Item 4.

    Purpose of the Transaction

    Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following immediately after the first paragraph of the section titled “Secondary Offering”:

    On September 11, 2024 the Underwriters exercised their option to purchase from Vertex Holdco an aggregate of 300,000 shares of Common Stock pursuant to the Underwriting Agreement. The sale of the 300,000 shares pursuant to the Underwriters option closed on September 12, 2024.

     

    Item 5.

    Interest in Securities of the Issuer

    Paragraphs (a), (b) and (c) of Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:

    (a) and (b) – The responses of the Reporting Persons to Rows (7) through (11), and (13) of the cover pages of this Amendment No. 3 are incorporated herein by reference. The Reporting Persons may be deemed to beneficially own an aggregate of 16,667,286 shares of Common Stock. This amount consists of: (i) 16,200,001 shares of Common Stock held directly by Vertex Holdco and indirectly by AIP Fund VI and Vertex Funding; (ii) 375,420 shares of Common Stock held directly by Lightship; and (iii) 91,865 shares of Common Stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters (described further in Item 6 of the Original Schedule 13D, under the header “Shareholders Agreement”). In its capacity as the general partner of each of AIP Fund VI and Credit Opportunity Fund, AIP GP may be deemed to indirectly beneficially own all 16,667,286 shares of Common Stock reported herein. The aggregate percentage of shares of Common Stock reported as beneficially owned by the Reporting Persons was calculated based on 31,191,628 shares of Common Stock issued and outstanding as of September 1, 2024, as disclosed in the Issuer’s preliminary prospectus supplement filed with the SEC on September 4, 2024 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

    (c) – Except for the sale of 2,300,000 shares of Common Stock in the Secondary Offering pursuant to the Underwriting Agreement, none of the Reporting Persons have effected any transaction in the Common Stock during the past 60 days.


    Signature

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: September 16, 2024    

    American Industrial Partners Capital Fund VI, L.P.

    By: AIPCF VI, LLC, its general partner

        By:   /s/ Stan Edme
        Name:   Stan Edme
        Title:   Managing Member and VP
    Dated: September 16, 2024    

    AIPCF VI Vertex Aerospace Funding LP

    By: AIP Vertex GP LLC, its general partner

        By:   /s/ Stan Edme
        Name:   Stan Edme
        Title:   Managing Member and VP
    Dated: September 16, 2024     Vertex Aerospace Holdco LLC
        By:   /s/ Joel M. Rotroff
        Name:   Joel M. Rotroff
        Title:   President
    Dated: September 16, 2024     AIPCF VI, LLC
        By:   /s/ Stan Edme
        Name:   Stan Edme
        Title:   Managing Member and VP
    Dated: September 16, 2024     Lightship Capital LLC
        By:   /s/ Stan Edme
        Name:   Stan Edme
        Title:   VP
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    V2X Names Melon Yeshoalul To Chief Human Resources Officer

    RESTON, Va., April 21, 2025 /PRNewswire/ -- V2X (NYSE: VVX) has named Melon Yeshoalul to Senior Vice President, Chief Human Resources Officer effective April 21, 2025. In this role, she will be responsible for the company's global human resources strategy and operations including talent management, recruitment, leadership development, and compensation and benefits. She will join the executive team and report directly to President and Chief Executive Officer, Jeremy C. Wensinger. "As we continue to scale globally and invest in the growth of our people, Melon brings the right co

    4/21/25 8:30:00 AM ET
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    V2X Delivers Solid Second Quarter Results and Increases Full-Year Adjusted EPS Guidance

    Second Quarter and Recent Highlights Revenue of $1.08 billion and net income of $22.4 millionAdjusted net income1 of $42.3 million, up 61% y/yAdjusted EBITDA1 of $82.4 million, with a margin of 7.6%Diluted EPS of $0.70; Adjusted diluted EPS1 of $1.33, up 59% y/yImproved net debt by $200 million y/yEstablished $100 million share repurchase authorizationAwarded $4.3 billion T-6 aircraft programRESTON, Va., Aug. 4, 2025 /PRNewswire/ -- V2X, Inc. (NYSE:VVX) announced second quarter 2025 financial results. "Our second quarter results reflect V2X's ability to execute in all market environments and further demonstrate the resiliency of our business," said Jeremy C. Wensinger, President and Chief Ex

    8/4/25 4:05:00 PM ET
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    V2X to Announce Second Quarter 2025 Financial Results

    RESTON, Va., July 10, 2025 /PRNewswire/ -- V2X, Inc., (NYSE:VVX), a leading provider of global mission solutions, will report second quarter 2025 financial results on Monday, August 4, 2025, after market close. Senior management will conduct a conference call at 4:30 p.m. ET that same day. U.S.-based participants may dial in to the conference call at 877-300-8521, while international participants may dial 412-317-6026. A live webcast of the conference call as well as an accompanying slide presentation will be available at https://app.webinar.net/MPvl2xBdpg3 and on the Investor

    7/10/25 4:35:00 PM ET
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    V2X Delivers First Quarter Results and Reaffirms Full-Year Guidance

    First Quarter Highlights Revenue of $1.02 billion with +10% y/y growth in Indo-Pacific regionNet income of $8.1 million; Adjusted net income1 of $31.5 million, up 10% y/yAdjusted EBITDA1 of $67.0 million, with a margin of 6.6%Diluted EPS of $0.25; Adjusted diluted EPS1 of $0.98, up 9% y/yEnhanced capital structure to generate interest expense savings and cash flowNotable progress on new Foreign Military and International Sales opportunitiesRESTON, Va., May 5, 2025 /PRNewswire/ -- V2X, Inc. (NYSE:VVX) announced first quarter 2025 financial results. "The overall trends in our ma

    5/5/25 4:05:00 PM ET
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    Large Ownership Changes

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    Amendment: SEC Form SC 13D/A filed by V2X Inc.

    SC 13D/A - V2X, Inc. (0001601548) (Subject)

    11/18/24 4:05:27 PM ET
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    Amendment: SEC Form SC 13G/A filed by V2X Inc.

    SC 13G/A - V2X, Inc. (0001601548) (Subject)

    11/7/24 9:30:29 AM ET
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    Amendment: SEC Form SC 13G/A filed by V2X Inc.

    SC 13G/A - V2X, Inc. (0001601548) (Subject)

    11/7/24 9:12:22 AM ET
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