VSE Corporation Announces Agreement to Sell Fleet Segment

Rhea-AI Summary

VSE (NASDAQ: VSEC) has announced a definitive agreement to sell its Fleet business segment, Wheeler Fleet Solutions, to One Equity Partners (OEP) for up to $230 million. The total consideration comprises a $140 million cash payment at closing, a $25 million seller note, and up to $65 million in contingent earnout consideration.

This divestiture marks the final step in VSE's strategic portfolio transformation, positioning the company as a pure-play aviation aftermarket parts and services provider. Wheeler Fleet Solutions, which serves the medium and heavy-duty fleet market, has successfully diversified its customer base and expanded product offerings while maintaining service to the United States Postal Service.

The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions. The sale aims to simplify VSE's business model and strengthen its position in the global commercial, business, and general aviation aftermarkets.

Positive

• Total consideration of up to $230 million from the sale
• Strategic transformation to higher-margin aviation aftermarket business
• Immediate cash infusion of $140 million at closing
• Simplification of business model and focused market strategy

Negative

• Loss of diversified revenue stream from Fleet segment
• Dependence on single industry sector (aviation) after divestiture

Insights

Financial Analyst

The strategic divestiture of Wheeler Fleet Solutions for up to $230 million represents a transformative moment for VSE , completing its evolution into a pure-play aviation aftermarket business. The deal's structure is particularly noteworthy: $140 million in immediate cash proceeds, a $25 million seller note, and up to $65 million in contingent earnout consideration.

The transaction's structure reveals important insights: the substantial cash component (61% of total consideration) provides immediate capital for VSE's aviation-focused growth initiatives, while the earnout portion aligns interests for a smooth transition and maintains upside potential. The seller note component suggests confidence in the Fleet segment's future performance under new ownership.

This strategic repositioning is particularly timely given the robust growth in the aviation aftermarket sector, driven by increasing air travel demand and aging aircraft fleets requiring more maintenance and parts replacement. The aviation aftermarket typically commands higher EBITDA margins (often 15-20%) compared to fleet services (8-12%), suggesting potential margin expansion for VSE post-divestiture.

The selection of One Equity Partners as the buyer is strategic, given their extensive experience in industrial distribution and track record of successful transformations through both organic growth and acquisitions. This suggests potential upside in achieving the earnout targets, which could bring the total deal value to the full $230 million.

For investors, this transaction represents a clear strategic vision: VSE is positioning itself in a higher-margin, higher-growth sector with strong tailwinds. The divestiture should result in improved financial metrics, including higher ROIC and potentially better valuation multiples, as pure-play aviation aftermarket companies typically trade at premium valuations compared to diversified industrial services firms.

Divestiture Will Complete Strategic Portfolio Transformation to a Pure-Play Aviation Aftermarket Parts and Services Provider

MIRAMAR, Fla.--(BUSINESS WIRE)-- VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a leading provider of aftermarket distribution and repair services, announced today that the Company has entered into a definitive agreement to sell its Fleet business segment, Wheeler Fleet Solutions, to One Equity Partners (“OEP”) for up to $230 million in total consideration.

VSE’s Fleet segment or Wheeler Fleet Solutions is a leading part distributor and engineering solutions provider servicing the medium and heavy-duty fleet market. Wheeler Fleet Solutions provides exceptional value to its customers by combining world-class customer service, parts expertise, proprietary IT solutions, and a complete line of medium and heavy-duty replacement parts.

MANAGEMENT COMMENTARY

"The sale of our Fleet business is the final step in our strategic portfolio transformation, further simplifying and focusing our company, and strengthening our global leadership position as an aviation aftermarket parts and services provider," said John Cuomo, President and CEO of VSE Corporation. "We entered 2025, laser-focused on our customers, supplier partners, growth, business integration and execution. We are deeply committed to delivering unparalleled value for our customers, suppliers, shareholders and employees as a higher-growth, higher-margin, pure-play company dedicated to supporting the global commercial, business and general aviation aftermarkets. This divestiture reaffirms our commitment to simplify our business and go-to-market strategy and solidifies our position as a leading provider of Aviation aftermarket distribution and repair services.”

Mr. Cuomo continued, “I am deeply appreciative and proud of our Wheeler Fleet Solutions team. Five years ago, we embarked on an ambitious customer diversification and transformation strategy focused on growing commercial and e-commerce business, while continuing to serve our long-standing customer, the United States Postal Service. During this time, we successfully diversified and grew the customer base and expanded product offerings, all while delivering industry leading service. The OEP team will provide a great home and support for this outstanding team and the next phase of this story.”

“OEP is excited to partner with the Wheeler Fleet Solutions team as we enter this exciting new chapter together. North America's truck fleet industry continues to experience steady demand for parts and services, driven by technological advancements and evolving customer needs. With a 65-year legacy of delivering industry-leading quality and service, Wheeler Fleet Solutions is well positioned to accelerate its growth and success as an independent company,” said Ori Birnboim, Partner at OEP. “OEP has a proven history of transforming industrial distribution businesses through strategic organic and inorganic investments that enhance operational performance, expand product capabilities, and extend geographic reach,” added Steve Lunau, Partner at OEP. “We are committed to building on Wheeler Fleet Solution’s strong employee and customer centric culture, while driving continued development and growth.”

TRANSACTION OVERVIEW

VSE has entered into a definitive agreement to sell its Fleet Segment to OEP for a total consideration of up to $230 million, comprising a $140 million cash payment at closing, a $25 million seller note and up to $65 million in additional contingent earnout consideration. The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.

ADVISORS

Jones Day served as legal counsel and Jefferies, LLC acted as exclusive financial advisor to VSE Corporation with respect to the Fleet segment sale.

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 (MRO) 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. For more detailed information, please visit VSE's website at www.vsecorp.com.

ABOUT ONE EQUITY PARTNERS

One Equity Partners (“OEP”) is a middle market private equity firm focused on the industrial, healthcare, and technology sectors in North America and Europe. The firm seeks to build market-leading companies by identifying and executing transformative business combinations. OEP is a trusted partner with a differentiated investment process, a broad and senior team, and an established track record generating long-term value for its partners. Since 2001, the firm has completed more than 400 transactions worldwide. OEP, founded in 2001, spun out of JP Morgan in 2015. The firm has offices in New York, Chicago, Frankfurt and Amsterdam. For more information, please visit www.oneequity.com.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements, including statements regarding the expected timing and benefits of the proposed disposition of VSE’s Fleet Segment. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause VSE’s actual results to vary materially from those indicated or anticipated by such statements. Many factors could cause actual results and performance to be materially different from any future results or performance, including, among others, our ability to satisfy all required closing conditions and complete the proposed disposition of VSE’s Fleet segment, our ability to realize the expected benefits of the proposed disposition and the risk factors described in our reports filed or expected to be filed with the SEC. Any forward-looking statement or statement of belief speaks only as of the date of this press release. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250218245934/en/

INVESTOR RELATIONS CONTACT:

Michael Perlman

Vice President of Investor Relations and Treasury

Phone: (954) 547-0480

Email: investors@vsecorp.com

Source: VSE Corporation

FAQ

What is the total value of VSE 's Fleet segment sale to OEP?

The total consideration for the sale is up to $230 million, including $140 million in cash at closing, a $25 million seller note, and up to $65 million in contingent earnout consideration.

When is VSEC expected to close the Fleet segment sale?

The transaction is expected to close in the second quarter of 2025, subject to customary closing conditions.

How will the Fleet segment sale affect VSEC's business focus?

The sale will transform VSE into a pure-play aviation aftermarket parts and services provider, focusing on commercial, business, and general aviation aftermarkets.

What is the cash component of VSEC's Fleet segment sale?

The immediate cash component of the sale is $140 million, to be paid at closing.

What strategic benefits will VSEC gain from selling its Fleet segment?

The sale will simplify VSE's business model, strengthen its position in aviation aftermarket services, and transform it into a higher-growth, higher-margin pure-play company.