Vertex Aerospace Services Holding Corp. entered into agreement to acquire Vectrus, Inc. (NYSE : VEC) for approximately $860 Million in a reverse merger transaction on March 7, 2022. The transaction implies a value for Vertex of approximately $2.1 billion, or approximately 9.5x 2021 adjusted EBITDA net of $20 million of cost synergies and the present value of Vertex's existing tax attributes of approximately $160 million. Under the terms of the merger agreement, Vertex shareholders will own approximately 62% of the combined company on a fully diluted basis, while Vectrus shareholders will own approximately 38%. The combined company will introduce a new name post-closing and will maintain its listing on the NYSE. Following the close of the transaction, the combined company will be renamed V2X, Inc, and its common stock will trade on the NYSE under a new ticker symbol, “VVX”. The company will be headquartered in Northern Virginia, with a significant operating presence maintained in other key locations in the U.S. and around the world. The Merger Agreement provides that a termination fee equal to $16,600,000 will be payable by Vectrus to Vertex upon termination of the Merger Agreement. Upon closing of the transaction, Chuck Prow, Chief Executive Officer of Vectrus, will serve as Chief Executive Officer of the combined company, and Susan Lynch, Chief Financial Officer of Vectrus, will serve as Chief Financial Officer. The broader leadership team will be comprised of executives from both companies. The combined company's Board of Directors will be comprised of 11 members, six directors from the current Vectrus board, including Chuck Prow, and five directors appointed by Vertex, including Ed Boyington, President and Chief Executive Officer of Vertex. An independent member of the current Vectrus Board of Directors will serve as Chairman. The combined company plans to announce the members of the Board of Directors prior to closing.

The transaction is subject to satisfaction of customary closing conditions, including receipt of regulatory, NYSE listing, the expiration or termination of antitrust waiting periods and Vectrus shareholder approvals. The merger has been unanimously approved by the Vectrus Board of Directors. As of June 8, 2022, Institutional Shareholder Services, Inc. and Glass Lewis & Co. recommended that Vectrus shareholders vote "FOR" all proposals to be considered and voted on at Vectrus's Special Meeting of Shareholders in connection with the combination with Vertex. As on June 15, 2022, Vectrus shareholders approved the business combination. The transaction is expected to close in the third quarter of 2022.

Goldman Sachs & Co. LLC is acting as financial advisor as well as fairness opinion provider and Kenneth M. Wolff and Richard H. West of Skadden, Arps, Slate, Meagher & Flom LLP and Covington & Burling LLP are acting as legal counsels to Vectrus. Vectrus was also advised by Ernst & Young and Wolf Den Associates. RBC Capital Markets, LLC and Evercore are acting as financial advisors to Vertex, and James Dougherty and Justin Macke of Jones Day, Baker Botts LLP and Ropes & Gray LLP are acting as legal counsels. The McLean Group acted as financial advisor. Vertex was also advised by Fairmont Consulting Group. Computershare Trust Company, Inc acted as transfer agent to Vectrus, Inc. Vectrus, Inc. engaged Okapi Partners LLC as proxy solicitor for a fee of $25,000.