(2)
Represents the number of shares of preferred stock to be
withdrawn, the preferred shares depositary will deliver to such holder at the same time a new depositary receipt evidencing such excess number of depositary shares.
Redemption of Depositary Shares
Whenever we redeem shares of our preferred stock held by the preferred shares depositary, the preferred shares depositary will redeem asbeing registered on behalf of the same redemption date the number of depositary shares representing shares of preferred stock so redeemed, provided we shall have paid in full to the preferred shares depositary the redemption price of the preferred shares to be redeemed plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for redemption. The redemption price per depositary share will be equal to the corresponding proportion of the redemption price and any other amounts per share payable with respect to the preferred shares. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected pro rata (as nearly as may be practicable without creating fractional depositary shares) or by any other equitable method determined by us that will not result in a violation of the ownership restrictions in our charter.
From and after the date fixed for redemption, all dividends in respect of the preferred shares so called for redemption will cease to accrue, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary receipts evidencing the depositary shares so called for redemption will cease, except the right to receive any moneys payable upon such redemption and any money or other property to which the holders of such depositary receipts were entitled upon such redemption and surrender thereof to the preferred shares depositary.
Voting of the Shares of Preferred Stock
Upon receipt of notice of any meeting at which the holders of the applicable shares of our preferred stock are entitled to vote, the preferred shares depositary will mail the information contained in such notice of meeting to the record holders of the depositary receipts evidencing the depositary shares which represent such shares of preferred stock. Each record holder of depositary receipts evidencing depositary shares on the record date (which will be the same date as the record date for the preferred shares) will be entitled to instruct the preferred shares depositary as to the exercise of the voting rights pertaining to the amount of preferred shares represented by such holder’s depositary shares. The preferred shares depositary will vote the amount of preferred shares represented by such depositary shares in accordance with such instructions, and we will agree to take all reasonable action which may be deemed necessary by the preferred shares depositary in order to enable the preferred shares depositary to do so. The preferred shares depositary will abstain from voting the amount of preferred shares represented by such depositary shares to the extent it does not receive specific instructions from the holders of depositary receipts evidencing such depositary shares. The preferred shares depositary shall not be responsible for any failure to carry out any instruction to vote, or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the preferred shares depositary.
Liquidation Preference
In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of each depositary receipt will be entitled to the fraction of the liquidation preference accorded each shares of preferred stock represented by the depositary shares evidenced by such depositary receipt, as set forth in the applicable prospectus supplement.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares which represent the preferred stock and any provision of the deposit agreement may at any time be amended by agreement between us and the preferred shares depositary. However, any amendment that materially and adversely alters the rights of the holders of depositary receipts or that would be materially and adversely inconsistent with the rights granted to the holders of the related preferred stock will not be effective unless such amendment has been approved by the existing holders of at least two-thirds of the applicable depositary shares evidenced by the applicable depositary receipts then outstanding. No amendment shall impair the right, subject to certain exceptions in the deposit agreement, of any holder of depositary receipts to surrender any depositary receipt with instructions to deliver to the holder the related preferred shares and all money and other property, if any, represented thereby, except in order to comply with law. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such receipt, to consent and agree to such amendment and to be bound by the deposit agreement as amended thereby.
The deposit agreement may be terminated by us upon not less than 30 days’ prior written notice to the preferred shares depositary if a majority of each series of preferred stock affected by such termination consents to such termination, whereupon the preferred shares depositary shall deliver or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional shares of our preferred stock as are represented by the depositary shares evidenced by such depositary receipts together with any other property held by the preferred shares depositary with respect to such depositary receipts. In addition, the deposit agreement will automatically terminate if (i) all outstanding depositary shares shall have been redeemed, (ii) there shall have been a final distribution in respect of the related preferred shares in connection with our liquidation, dissolution or winding up and such distribution shall have been distributed to the holders of depositary receipts
evidencing the depositary shares representing such preferred shares or (iii) each related share of our preferred stock shall have been converted into our securities not so represented by depositary shares.
Charges of Preferred Shares Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the deposit agreement. In addition, we will pay the fees and expenses of the preferred shares depositary in connection with the performance of its duties under the deposit agreement. However, holders of depositary receipts will pay the fees and expenses of the preferred shares depositary for any duties requested by such holders to be performed which are outside of those expressly provided for in the deposit agreement.
Resignation and Removal of Depositary
The preferred shares depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the preferred shares depositary, any such resignation or removal to take effect upon the appointment of a successor preferred shares depositary. A successor preferred shares depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and that meets certain combined capital and surplus requirements.
Miscellaneous
The preferred shares depositary will forward to holders of depositary receipts any reports and communications from the Company which are received by the preferred shares depositary with respect to the related preferred shares.
Neither the preferred shares depositary nor we will be liable if it is prevented from or delayed in, by law or any circumstances beyond its control, performing its obligations under the deposit agreement. The obligations of us and the preferred shares depositary under the deposit agreement will be limited to performing our respective duties thereunder in good faith and without negligence (in the case of any action or inaction in the voting of preferred shares represented by the depositary shares), gross negligence or willful misconduct, and we and the preferred shares depositary will not be obligated to prosecute or defend any legal proceeding in respect of any depositary receipts, depositary shares or preferred shares represented thereby unless satisfactory indemnity is furnished. We and the preferred shares depositary may rely on written advice of counsel or accountants, or information provided by persons presenting preferred shares represented thereby for deposit, holders of depositary receipts or other persons believed in good faith to be competent to give such information, and on documents believed in good faith to be genuine and signed by a proper party.
In the event that the preferred shares depositary receives conflicting claims, requests or instructions from any holders of depositary receipts, on the one hand, and us, on the other hand, the preferred shares depositary shall be entitled to act on such claims, requests or instructions received from us.
DESCRIPTION OF WARRANTS
We may offer by means of this prospectus warrants for the purchase of any of the securities offered by this prospectus. We may issue warrants separately or together with any other securities offered by means of this prospectus, and the warrants may be attached to or separate from such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent specified therein or in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
the title and issuer of such warrants;
the aggregate number of such warrants;
the price or prices at which such warrants will be issued;
the currencies in which the price or prices of such warrants may be payable;
the designation, amount and terms of the securities purchasable upon exercise of such warrants;
the designation and terms of the other securities with which such warrants are issued and the number of such warrants issued with each such security;
if applicable, the date and after which such warrants and the securities purchasable upon exercise of such warrants will be separately transferable;
the price or prices at which any currency or currencies in which the securities purchasable upon exercise of such warrants may be purchased;
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
the minimum or maximum amount of such warrants which may be exercised at any one time;
information with respect to book-entry procedures, if any;
a discussion of material federal income tax considerations; and
any other material terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
DESCRIPTION OF RIGHTS
We may issue rights to our stockholders for the purchase of shares of our common stock. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent, all as set forth in the prospectus supplement relating to the particular issue of rights. The rights agent will act solely as our agent in connection with the certificates relating to the rights of such series and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The rights agreement and the rights certificates relating to each series of rights will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.
The applicable prospectus supplement will describe the following terms, where applicable, of the rights to be issued:
the date for determining the stockholders entitled to the rights distribution;
the aggregate number of shares of common stock purchasable upon exercise of such rights and the exercise price;
the aggregate number of rights being issued;
the date, if any, on and after which such rights may be transferable separately;
the date on which the right to exercise such rights shall commence and the date on which such right shall expire;
any special U.S. federal income tax consequences; and
any other terms of such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of such rights.
DESCRIPTION OF DEBT SECURITIES
We may offer debt securities in one or more series, which may be senior debt securities or subordinated debt securities and which may be convertible into another security.
The following description briefly sets forth certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which the following general terms and provisions may apply to the debt securities, will be described in an accompanying prospectus supplement. Unless otherwise specified in an accompanying prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us and U.S. Bank, as trustee, or such other trustee named therein. A form of the indenture is attached as an exhibitselling shareholder pursuant to the registration statement of which this prospectus forms a part. The termspart, which may be less than the total number of shares beneficially owned by such selling shareholder.
(3)
Assumes that the selling shareholders dispose of all of the debt securitiesshares of our common stock covered by this prospectus and do not acquire beneficial ownership of any additional shares. The registration of these shares does not necessarily mean that the selling shareholders will include those set forth in the indenture and those made a partsell all or any portion of the indentureshares covered by this prospectus.
(4)
The AIP parties (as defined below) may be deemed to beneficially own an aggregate of 18,591,866 shares of our common stock, including 18,500,001 shares of our common stock held directly by Vertex Holdco and 91,865 shares of our common stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters, pursuant to the shareholders agreement. See Footnotes (5), (6), (7) and (8). AIPCF VI, LLC (“AIP GP”) is the general partner of American Industrial Partners Capital Fund VI, L.P. (“AIP Fund VI”). Dino Cusumano is a senior managing member of AIP GP. AIP Fund VI is the managing member of AIP Vertex GP LLC, which is the general partner of AIPCF VI Vertex Aerospace Funding LP (“Vertex Funding” and, together with Vertex Holdco and AIP Fund VI, the “AIP parties”). Vertex Holdco is a direct, wholly owned subsidiary of Vertex Funding. Any action by AIP GP with respect to these shares, including voting and dispositive decisions, requires a unanimous vote of the managing members of AIP GP. 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 beneficially owned by the Trust Indenture ActAIP parties. Each of 1939 (“TIA”). You should read the summary below, any accompanying prospectus supplementMr. Cusumano and the provisionsother managing members of the indenture in their entirety before investing in our debt securities.
The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include, among others, the following:
the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amountAIP GP disclaims beneficial ownership of such series;
any applicable subordination provisions for any subordinated debt securities;
the maturity date(s) or method for determining same;
the interest rate(s) or the method for determining same;
the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof;
whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions;
redemption or early repayment provisions;
authorized denominations;
if other than the principal amount, the principal amountshares of debt securities payable upon acceleration;
place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made;
the form or forms of the debt securities of the series including such legends as may be required by applicable law;
whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance;
whether the debt securities are secured and the terms of such security;
the amount of discount or premium, if any, with which the debt securities will be issued;
any covenants applicableour common stock, except to the particular debt securities being issued;
any additions or changes in the defaults and events of default applicable to the particular debt securities being issued;
the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and releaseany pecuniary interest therein. The address of the guarantees), if any;AIP parties is c/o AIP 450 Lexington Avenue, 40th Floor, New York, NY 10017.
the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable;
the time period within which, the manner in which and the terms and conditions upon which we or the holders of the debt securities can select the payment currency;(5)
our obligation or right to redeem, purchase or repay debt securities underAs a sinking fund, amortization or analogous provision;
any restriction or conditions on the transferability of the debt securities;
provisions granting special rights to holders of the debt securities upon occurrence of specified events;
additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities;
provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and
any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete anyresult of the terms of the indenture with respect to such series of debt securities).
General
We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consentshareholders agreement, each of the holdersAIP parties may be deemed to beneficially own the 82,223 shares of our common stock held by Ally Commerce Finance LLC (“Ally”). Following the mergers, certain subsidiaries of the debt securitiescompany that became direct or indirect subsidiaries of such series or any other series outstanding atVertex Aerospace Service Corp. (the “Vertex borrower”) have provided guarantees of the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securitiesindebtedness under the indenture.Vertex borrower’s ABL credit agreement, dated as of June 29, 2018 (as amended by the first amendment to ABL credit agreement, dated as of May 17, 2019, as further amended by the second amendment to ABL credit agreement, dated as of May 17, 2021, as further amended by the third amendment to ABL credit agreement, dated as of December 6, 2021, and as further amended by the fourth amendment to ABL credit agreement, dated as of July 5, 2022, and as further amended, restated, amended and restated and otherwise modified from time to time, the “Vertex ABL credit agreement”), by and among the Vertex borrower, Vertex Aerospace Intermediate LLC, certain other subsidiaries of the Vertex borrower from time to time party thereto as co-borrowers, and the lenders from time to time party thereto. Ally Bank, an affiliate of Ally, is administrative agent, collateral agent, and a lender under the Vertex ABL credit agreement. Ally is under common control with Ally Invest Securities LLC, which is a registered broker dealer pursuant to Section 15 of the Exchange Act.
(6)
We will describe in an accompanying prospectus supplement any other special considerations for any debt securities we sell that are denominated inAs a currency or currency unit other than U.S. dollars. In addition, debt securitiesresult of terms of the shareholders agreement, each of the AIP parties may be issued wheredeemed to beneficially own the amount6,166 shares of principal and/or interest payable is determinedour common stock held by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. HoldersCecil B. Duren. Since July 5, 2022, Mr. Duren has served as Senior Director of such securities may receiveTax Treasury of Vertex Aerospace LLC, a principal amount orwholly owned subsidiary of Andor LLC.
(7)
As a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the valueresult of the applicable currencies, commodities, equity indices or other factors. Informationterms of the shareholders agreement, each of the AIP parties may deemed to beneficially own the 1,696 shares of our common stock held by Tom K. Miller. Since July 5, 2022, Mr. Miller has served as toVice President of Supply Chain Management of Vertex Aerospace LLC, a wholly owned subsidiary of Andor LLC.
(8)
As a result of the methods for determiningterms of the amountshareholders agreement, each of principal or interest, if any, payable on any date, and the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked will be described in an accompanying prospectus supplement.
United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in an accompanying prospectus supplement.
We expect most debt securities to be issued in fully registered form without coupons and in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Subject to the limitations provided in the indenture and in an accompanying prospectus supplement, debt securities that are issued in registered formAIP parties may be transferred or exchanged atdeemed to beneficially own the designated corporate trust office1,780 shares of the trustee, without the paymentour common stock held by Dennis E. Mirabile. Since July 5, 2022, Mr. Mirabile has served as Vice President of any service charge, other than any tax or other governmental charge payable in connection therewith.Business Development of Vertex Aerospace LLC, a wholly owned subsidiary of Andor LLC.
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