SEC Form SC 13D/A filed by Vectrus Inc. (Amendment)

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. 1)

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Joel M. Rotroff

American Industrial Partners

450 Lexington Avenue, 40th Floor

New York, New York 10017

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

 

(Date of Event Which Requires Filing of this Statement)

Explanatory Note

 

This Amendment No. 1 to the statement on beneficial ownership on Schedule 13D (this “Amendment No. 1”) 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 (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. 1 does not modify any of the information previously reported in the Original Schedule 13D.

 

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

 

This Statement is being filed jointly by the following (each, a “Reporting Person,” and, collectively, the “Reporting Persons”): (1) American Industrial Partners Capital Fund VI, L.P., a Delaware limited partnership (“AIP Fund VI”); (2) AIPCF VI Vertex Aerospace Funding LP (“Vertex Funding”), a Delaware limited partnership; (3) Vertex Aerospace Holdco LLC, a Delaware limited liability company (“Vertex Holdco”); (4) AIPCF VI, LLC, a Delaware limited liability company (“AIP GP”); and (5) Lightship Capital LLC, a Delaware limited liability company (“Lightship”).

 

AIP GP is the general partner of each of AIP Fund VI and AIPCF VI Credit Opportunity Fund, LP, a Delaware limited partnership (“Credit Opportunity Fund”). Credit Opportunity Fund is the sole and managing member of Lightship. AIP Fund VI is the managing member of AIP Vertex GP LLC, a Delaware limited liability company, which is the general partner of Vertex Funding. Vertex Holdco is a direct, wholly owned subsidiary of Vertex Funding. Any action by AIP GP with respect to the shares of Common Stock identified in Item 5 below, including voting and dispositive decisions, requires a unanimous vote of the managing members of AIP GP. Mr. Dino Cusumano, a United States citizen, is a senior managing member of AIP GP and serves as a member of the Board.  Accordingly, Mr. Cusumano and the other managing members of AIP GP may be deemed to share voting and dispositive power with respect to the shares of Common Stock identified in Item 5 below. Each of Mr. Cusumano and the other managing members of AIP GP disclaims beneficial ownership of the shares of Common Stock identified in Item 5 below.

 

Because of the relationships among the Reporting Persons, as described herein, the Reporting Persons may be deemed a “group” within the meaning of Rule 13d-5 of the Exchange Act.  Accordingly, each Reporting Person reports as its aggregate beneficial ownership the aggregate amount of shares of Common Stock owned by all of the Reporting Persons.

 

The address of the principal office of each of the Reporting Persons and the business address of each of the general partners and individuals identified above is 450 Lexington Avenue, 40th Floor, New York, New York 10017.

 

AIP Fund VI is a private equity fund affiliated with the private equity firm commonly known as American Industrial Partners, and focuses on traditional private equity investing.  Vertex Funding and Vertex Holdco are primarily engaged in the business of investing in securities of the Issuer.  Lightship focuses on investing in liquid securities.  AIP GP serves as general partner to various private funds, including each of AIP Fund VI and Credit Opportunity Fund.

 

During the past five years, none of the Reporting Persons, nor any of the general partners or individuals identified above, have (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The Reporting Persons have purchased the shares acquired herein for investment purposes. Under the terms of the Shareholders Agreement (as described further in Item 6 of the Original Schedule 13D), Vertex Holdco and certain transferees cannot sell, transfer or encumber, directly or indirectly, in whole or in part, any shares of Common Stock until January 5, 2022, a date that is six months after the Closing Date, subject to limited exceptions (the “Transfer Restrictions”).

 

The Reporting Persons intend to continuously review their investment in the Issuer and, subject to the terms of the Shareholders Agreement (including the Transfer Restrictions) and general market conditions, may in the future determine: (1) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise; (2) to dispose of all or a portion of the securities of the Issuer owned by them; or (3) to take any other available course of action. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; the Reporting Persons’ contractual obligations with respect to the Issuer and the Common Stock; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

 

Mr. Cusumano is a member of the Board and, accordingly, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as otherwise set forth in this Item 4 or as described in Item 6 of the Original Schedule 13D with respect to the rights of the Vertex Holdco Parties under the Shareholders Agreement or in Mr. Cusumano’s current role as a member of the Board, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5(a) – (c) of the Original Schedule 13D is hereby amended and supplemented as follows:

 

(a) – Each of the Reporting Persons may be deemed to beneficially own an aggregate of 18,967,286 shares of Common Stock.  This amount includes: (i) 18,500,001 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 18,967,286 shares of Common Stock reported herein.  Such 18,967,286 shares of Common Stock represent approximately 62.3% of the total outstanding shares of Common Stock, based on 30,442,732 shares of Common Stock outstanding as of September 2, 2022.

(b) – AIP GP may be deemed to have:

Each of AIP Fund VI, Vertex Holdco and Vertex Funding may be deemed to have:

Lightship may be deemed to have:

 

Because of the relationships among the Reporting Persons, as described in Item 2 herein, the Reporting Persons may be deemed a “group” within the meaning of Rule 13d-5 of the Exchange Act.  Accordingly, notwithstanding the voting power and dispositive power exercised over the shares of Common Stock by each Reporting Person as reported herein, each Reporting Person reports as its aggregate beneficial ownership the aggregate amount of shares of Common Stock owned by all of the Reporting Persons.

 

(c) – A description of the transactions in the shares of Common Stock effected by the Reporting Persons in the past 60 days, all of which were effected through a broker in the open market, is included as Exhibit 99.6 to this Amendment No. 1.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The Reporting Persons named in Item 2 of this Amendment No. 1 are jointly filing this Statement because, due to certain relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities identified in Item 5 herein by one of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) under the Exchange Act, the Reporting Persons named in Item 2 of this Amendment No. 1 have executed an amended written agreement relating to the joint filing of this Schedule 13D (the “Amended Joint Filing Agreement”), to add the new Reporting Persons since the Original Schedule 13D, a copy of which is attached hereto as Exhibit 99.5.

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:

The following documents are filed as exhibits hereto:

 

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.