US Market News
2月前
VSE Corporation Completes Acquisition of Precision Aviation GroupMay 5, 2026 7:30 AM
Business Wire Acquisition increases VSE revenue by ~50% on a pro forma 2025 basis; expected to be immediately accretive to VSE’s Adjusted EBITDA margins VSE Corporation (NASDAQ: VSEC), a leading provider of aviation aftermarket distribution and repair services, today announced it has completed the acquisition of Precision Aviation Group, Inc. (“PAG”), a portfolio company of GenNx360 Capital Partners (“GenNx”), for approximately $2.025 billion in cash and equity. The combination creates a scaled, independent aviation aftermarket platform with 61 locations across 8 countries, including 48 repair facilities and 11 distribution centers. The expanded platform enhances VSE’s global reach, technical capabilities, and integrated offering across maintenance, repair, and overhaul (MRO) services and distribution, serving a diverse customer base across commercial, business and general aviation, rotorcraft, original equipment manufacturer, and defense markets. CEO Commentary “Today marks a significant milestone in executing our strategy to build a focused, high-quality aviation aftermarket platform,” said John Cuomo, President and Chief Executive Officer of VSE. “The addition of PAG meaningfully expands our global footprint, strengthens our repair capabilities, and enhances our ability to deliver integrated, end-to-end solutions to our customers. “With the transaction closed, our focus shifts to integration and synergy realization through cross-selling, repair insourcing, and procurement efficiencies. PAG’s margin profile is immediately accretive and supports a clear path to exceeding 20% consolidated Adjusted EBITDA margins over time.” “Importantly, we are excited to welcome the talented PAG team to the VSE family and look forward to their contributions as we move forward together,” Cuomo concluded. Transaction Details The $2.025 billion purchase price includes $1.75 billion in cash and approximately $275 million in equity issued to GenNx that is exchangeable for VSE common stock, and up to an additional $125 million in contingent earnout payment based on 2026 performance, which is payable in cash, VSE common stock, or a combination thereof, at VSE’s discretion. The transaction was funded using the net proceeds from VSE’s February 2026 equity and tangible equity unit offerings and $900 million under a new Term Loan B maturing in 2033. VSE will provide additional detail on the combined company’s outlook, capital structure, and integration priorities with its first-quarter earnings release on May 5, 2026. VSE Advisors Perella Weinberg Partners served as exclusive financial and debt capital markets advisor to VSE. Jones Day served as legal counsel to VSE. RBC Capital Markets served as lead-left arranger on VSE’s Term Loan B. Citizens Bank, N.A. served as administrative agent for the syndicate banks supporting the revolving credit facility. ABOUT VSE CORPORATION VSE is a leading provider of aviation distribution and repair services for the commercial and B&GA aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers' high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators. For more detailed information, please visit VSE's website at www.vsecorp.com. ABOUT PRECISION AVIATION GROUP Precision Aviation Group (“PAG”) is a leading global provider of aviation aftermarket MRO, distribution, and supply chain services supporting B&GA, rotorcraft, and defense markets. PAG serves a broad global customer base and delivers technical expertise across engines, components, avionics, and proprietary repair solutions. FORWARD-LOOKING STATEMENTS This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions. “Forward-looking” statements, as such term is defined by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, represent VSE’s expectations or beliefs, including, but not limited to, statements concerning the expected financial and other benefits of the acquisition of PAG, VSE’s operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements speak only as of the date of this press release and VSE undertakes no ongoing obligation, other than that imposed by law, to update these statements as a result of new information, future events or otherwise. These statements relate to, among other things, VSE’s future financial condition, results of operations or prospects; VSE’s business and growth strategies; and VSE’s financing plans and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond VSE’s control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to: the performance of the aviation aftermarket; global economic and political conditions; supply chain delays and disruptions; competition from existing and new competitors; losses related to investments in inventory and facilities; interruptions in VSE’s operations; challenges related to workforce management or any failure to attract or retain a skilled workforce; VSE’s ability to realize the expected strategic benefits and cost synergies from the acquisition of PAG, after taking into account any business disruption, maintenance of customer, employee, or supplier relationships, management distraction during the integration process or other factors beyond VSE’s control; the accuracy of VSE’s assumptions related to the acquisition of PAG; the significant expenses that have been incurred and will be incurred in connection with acquisition of PAG; VSE’s ability to successfully integrate and achieve the strategic and other objectives, including any expected synergies, relating to recently completed acquisitions, including the acquisition of PAG; access to and the performance of third-party package delivery companies; prolonged periods of inflation and VSE’s ability to mitigate the impact thereof; future business conditions resulting in impairments; VSE’s ability to successfully divest businesses and to transition facilities in connection therewith; VSE’s work on large government programs; health epidemics, pandemics and similar outbreaks; compliance with government rules and regulations, including tariffs and environmental and pollution risk; VSE’s ability to mitigate the impacts of increased costs related to tariffs; litigation and legal actions arising from VSE’s operations; technology and cybersecurity threats and incidents; VSE’s outstanding indebtedness, including the increase in indebtedness upon completion of the acquisition of PAG; market volatility in the debt and equity capital markets; VSE’s ability to continue to pay dividends at current levels or at all; VSE’s published financial guidance; VSE’s preliminary financial estimates, which represent management’s current estimates and are subject to change; restrictions and limitations that may stem from financing arrangements VSE enters into or assumes in the future; and the other factors identified in VSE’s reports filed or expected to be filed with the SEC, including VSE’s Annual Report on Form 10-K for the year ended December 31, 2025. You are advised, however, to consult any further disclosures VSE makes on related subjects in VSE’s periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC. NON-GAAP MEASURES In addition to the financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), this release also contains non-GAAP financial measures. These measures provide useful information to investors. VSE considers VSE’s Adjusted EBITDA margin as non-GAAP financial measure and an important indicator of performance and useful metric for management and investors to evaluate VSE’s business' ongoing operating performance on a consistent basis across reporting periods. This non-GAAP financial measure, however, should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. VSE Adjusted EBITDA margin represents estimated operating income before depreciation and amortization expenses as a percentage of revenue. Management believes Adjusted EBITDA margin provides useful information about the Company's operating performance as it isolates non-cash depreciation and amortization charges as well as interest expense and income taxes, which are non-operating items. Additionally, VSE Adjusted EBITDA margin is presented as a forward-looking non-GAAP financial measure based solely on information available to VSE as of the date of this press release and may differ materially from VSE’s actual operating results as a result of developments that occur after the date of this press release. The determination of the amounts that are excluded from this non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense, income amounts or anticipated synergies recognized in a given period. VSE is unable to present a quantitative reconciliation of forward-looking VSE Adjusted EBITDA to net income because certain information regarding the Company’s provision for income taxes is not available, and management cannot reliably predict all of the necessary components of net income at this time without unreasonable effort or expense. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The unavailable information could have significant impact on the Company’s future financial results. View source version on businesswire.com: https://www.businesswire.com/news/home/20260504432116/en/ INVESTOR RELATIONS CONTACT Michael Perlman
Vice President of Investor Relations and Treasury
Phone: (954) 547-0480
Email: investors@vsecorp.com Original: VSE Corporation Completes Acquisition of Precision Aviation Group
US Market News
4月前
Vertiv Holdings, Lumentum Holdings, Coherent, and EchoStar Set to Join S&P 500; Others to Join S&P 100, S&P MidCap 400, and S&P SmallCap 600March 6, 2026 6:39 PM
PR Newswire (US)
NEW YORK, March 6, 2026 /PRNewswire/ -- S&P Dow Jones Indices ("S&P DJI") will make the following changes to the S&P 100, S&P 500, S&P MidCap 400, and S&P SmallCap 600 indices:
NAPCO Security Technologies Inc. (NASD: NSSC) will replace Alexander & Baldwin Inc. (NYSE: ALEX) in the S&P SmallCap 600 effective prior to the opening of trading on Friday, March 13. An investor group comprised of MW Group and funds affiliated with DivcoWest and Blackstone Real Estate is acquiring Alexander & Baldwin in a deal that is expected to close soon, pending final closing conditions.The following changes to the S&P 100, S&P 500, S&P MidCap 400, and S&P SmallCap 600 will take effect before the market opens on Monday, March 23, as part of the quarterly rebalance. The changes ensure that each index is more representative of its market–capitalization range. The companies being removed from the S&P SmallCap 600 are no longer representative of the small–cap market space.Following is a summary of the changes that will take place prior to the open of trading on the effective date:Effective
DateIndex Name ActionCompany NameTickerGICS SectorMar 13, 2026S&P SmallCap 600AdditionNAPCO Security Technologies NSSC Information Technology Mar 13, 2026S&P SmallCap 600DeletionAlexander & Baldwin ALEX Real EstateMar 23, 2026S&P 100AdditionMicron TechnologyMU Information Technology Mar 23, 2026S&P 100AdditionLam ResearchLRCX Information Technology Mar 23, 2026S&P 100AdditionApplied MaterialsAMAT Information Technology Mar 23, 2026S&P 100AdditionGE VernovaGEV Industrials Mar 23, 2026S&P 100DeletionPayPal HoldingsPYPL Financials Mar 23, 2026S&P 100DeletionAmerican Intl GroupAIG Financials Mar 23, 2026S&P 100DeletionMetlifeMET Financials Mar 23, 2026S&P 100DeletionTargetTGT Consumer Staples Mar 23, 2026S&P 500AdditionVertiv HoldingsVRTIndustrialsMar 23, 2026S&P 500AdditionLumentum Holdings LITEInformation TechnologyMar 23, 2026S&P 500AdditionCoherentCOHRInformation TechnologyMar 23, 2026S&P 500AdditionEchoStarSATSCommunication ServicesMar 23, 2026S&P 500DeletionMatch Group MTCHCommunication ServicesMar 23, 2026S&P 500DeletionMolina HealthcareMOHHealth CareMar 23, 2026S&P 500DeletionLamb Weston Holdings LWConsumer StaplesMar 23, 2026S&P 500DeletionPaycom Software PAYCIndustrialsMar 23, 2026S&P MidCap 400AdditionSolstice Advanced Materials SOLSMaterialsMar 23, 2026S&P MidCap 400AdditionSiTime SITMInformation TechnologyMar 23, 2026S&P MidCap 400AdditionMoog MOG.AIndustrialsMar 23, 2026S&P MidCap 400AdditionInterDigital IDCCInformation TechnologyMar 23, 2026S&P MidCap 400AdditionVicor VICRIndustrialsMar 23, 2026S&P MidCap 400AdditionCareTrust REIT CTREReal EstateMar 23, 2026S&P MidCap 400DeletionLumentum Holdings LITEInformation TechnologyMar 23, 2026S&P MidCap 400DeletionCoherent COHRInformation TechnologyMar 23, 2026S&P MidCap 400DeletionEchoStar SATSCommunication ServicesMar 23, 2026S&P MidCap 400DeletionZoomInfo Technologies GTMCommunication ServicesMar 23, 2026S&P MidCap 400DeletionASGN ASGNInformation TechnologyMar 23, 2026S&P MidCap 400DeletionKemper KMPRFinancialsMar 23, 2026S&P SmallCap 600AdditionMatch Group MTCHCommunication ServicesMar 23, 2026S&P SmallCap 600AdditionMolina HealthcareMOHHealth CareMar 23, 2026S&P SmallCap 600AdditionLamb Weston Holdings LWConsumer StaplesMar 23, 2026S&P SmallCap 600AdditionPaycom Software PAYCIndustrialsMar 23, 2026S&P SmallCap 600AdditionVSE VSECIndustrialsMar 23, 2026S&P SmallCap 600AdditionArgan AGXIndustrialsMar 23, 2026S&P SmallCap 600AdditionRithm Capital RITMFinancialsMar 23, 2026S&P SmallCap 600AdditionLyft LYFTIndustrialsMar 23, 2026S&P SmallCap 600AdditionLaureate Education LAURConsumer DiscretionaryMar 23, 2026S&P SmallCap 600AdditionLife Time Group Holdings LTHConsumer DiscretionaryMar 23, 2026S&P SmallCap 600AdditionLife360 LIFInformation TechnologyMar 23, 2026S&P SmallCap 600AdditionSphere EntertainmentSPHRCommunication ServicesMar 23, 2026S&P SmallCap 600AdditionZoomInfo Technologies GTMCommunication ServicesMar 23, 2026S&P SmallCap 600AdditionASGNASGNInformation TechnologyMar 23, 2026S&P SmallCap 600AdditionKemper KMPRFinancialsMar 23, 2026S&P SmallCap 600DeletionSolstice Advanced Materials SOLSMaterialsMar 23, 2026S&P SmallCap 600DeletionSiTimeSITMInformation TechnologyMar 23, 2026S&P SmallCap 600DeletionMoog MOG.AIndustrialsMar 23, 2026S&P SmallCap 600DeletionInterDigital IDCCInformation TechnologyMar 23, 2026S&P SmallCap 600DeletionVicor CorpVICRIndustrialsMar 23, 2026S&P SmallCap 600DeletionCareTrust REIT CTREReal EstateMar 23, 2026S&P SmallCap 600DeletionDave & Buster's Entertainment PLAYConsumer DiscretionaryMar 23, 2026S&P SmallCap 600DeletionSunCoke Energy SXCMaterialsMar 23, 2026S&P SmallCap 600DeletionAH Realty Trust AHRTReal EstateMar 23, 2026S&P SmallCap 600DeletionSummit Hotel Properties INNReal EstateMar 23, 2026S&P SmallCap 600DeletionKKR Real Estate Finance Trust KREFFinancialsMar 23, 2026S&P SmallCap 600DeletionBloomin' Brands BLMNConsumer DiscretionaryMar 23, 2026S&P SmallCap 600DeletionMyriad Genetics MYGNHealth CareMar 23, 2026S&P SmallCap 600DeletionCars.com CARSCommunication ServicesMar 23, 2026S&P SmallCap 600DeletionANGI ANGICommunication ServicesABOUT S&P DOW JONES INDICESS&P Dow Jones Indices is the largest global resource for essential index-based concepts, data and research, and home to iconic financial market indicators, such as the S&P 500® and the Dow Jones Industrial Average®. More assets are invested in products based on our indices than products based on indices from any other provider in the world. Since Charles Dow invented the first index in 1884, S&P DJI has been innovating and developing indices across the spectrum of asset classes helping to define the way investors measure and trade the markets.S&P Dow Jones Indices is a division of S&P Global (NYSE: SPGI), which provides essential intelligence for individuals, companies, and governments to make decisions with confidence. For more information, visit www.spglobal.com/spdji/en/.FOR MORE INFORMATION:S&P Dow Jones Indices
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View original content:https://www.prnewswire.com/news-releases/vertiv-holdings-lumentum-holdings-coherent-and-echostar-set-to-join-sp-500-others-to-join-sp-100-sp-midcap-400-and-sp-smallcap-600-302707297.htmlSOURCE S&P Dow Jones Indices
Original: Vertiv Holdings, Lumentum Holdings, Coherent, and EchoStar Set to Join S&P 500; Others to Join S&P 100, S&P MidCap 400, and S&P SmallCap 600
US Market News
4月前
VSE Corporation Announces Fourth Quarter and Full Year 2025 ResultsFebruary 25, 2026 4:30 PM
Business Wire
Record Revenue and Profitability for Aviation Segment
Announces Full Year 2026 Guidance
VSE Corporation (NASDAQ: VSEC; “VSE”, or the “Company”), a leading provider of aviation aftermarket distribution and repair services, announced today results for the fourth quarter and full year 2025.
FOURTH QUARTER 2025 RESULTS(1)
(As compared to the Fourth Quarter 2024)
Total Revenues of $301.2 million increased 32%
GAAP Net Income of $22.3 million increased 114%
GAAP EPS (Diluted) of $0.98 increased 92%
Adjusted EBITDA(2) of $51.8 million increased 55%
Adjusted Net Income(2) of $26.4 million increased 108%
Adjusted EPS (Diluted)(2) of $1.16 increased 84%
FULL-YEAR 2025 RESULTS(1)
(As compared to the Full-Year 2024)
Total Revenues of $1.1 billion increased 41%
GAAP Net Income of $53.5 million increased 176%
GAAP EPS (Diluted) of $2.52 increased 133%
Adjusted EBITDA(2) of $182.9 million increased 56%
Adjusted Net Income(2) of $83.2 million increased 121%
Adjusted EPS (Diluted)(2) of $3.92 increased 87%
(1) From continuing operations
(2) Non-GAAP measure. See additional information at the end of this release regarding non-GAAP financial measures
MANAGEMENT COMMENTARY
“2025 was an exceptional and transformational year for VSE,” said John Cuomo, President and Chief Executive Officer of VSE Corporation. “We completed our evolution to a pure-play aviation aftermarket company, delivered record Aviation revenue and profitability, surpassed $1 billion in Aviation revenue for the first time in our history, and strengthened our balance sheet. These results reflect disciplined execution and validate the strategy we have been advancing over the past several years."
“During the year, we sharpened our portfolio through the divestiture of our Fleet segment, expanded our engine and component capabilities through highly complementary acquisitions, advanced key OEM programs, increased MRO capacity, and accelerated integration activities across the platform. Each of these actions enhances our operating leverage, deepens our proprietary capabilities, and strengthens our competitive positioning in the global aviation aftermarket," Mr. Cuomo continued.
“Importantly, we enter 2026 with strong momentum. Our aviation-only platform is scaled and positioned to drive sustained organic growth, margin expansion, and improved cash generation. With continued operating plan execution, a focused emphasis on organic growth opportunities, completion of key business integrations, and the anticipated closing of the transformational Precision Aviation Group acquisition, we believe 2026 will represent another step-change year for VSE as we further expand our capabilities and create long-term shareholder value,” concluded Mr. Cuomo.
“Our 2025 performance was driven by above-market revenue growth, expanding margins, and strong cash generation,” said Adam Cohn, Chief Financial Officer of VSE Corporation. “We generated $27 million of operating cash flow and $6 million of free cash flow for the full year, reflecting disciplined working capital management, portfolio optimization, and synergy realization from recent acquisitions. We ended the year with an adjusted net leverage ratio of approximately 1.1x, underscoring the strength of our balance sheet and the earnings power of our aviation platform. As we move forward with the anticipated closing of the Precision Aviation Group acquisition, we remain committed to prudent capital allocation, conservative leverage, and maintaining ample financial flexibility to support continued growth.”
RECENT DEVELOPMENTS
PRECISION AVIATION GROUP ACQUISITION
On January 29, 2026, VSE announced that it entered into a definitive agreement to acquire Precision Aviation Group, Inc. (“PAG”), a portfolio company of GenNx360 Capital Partners. PAG is a leading global provider of aviation aftermarket maintenance, repair and overhaul (“MRO”) services, distribution, and supply chain solutions serving commercial, business and general aviation (“B&GA”), rotorcraft, and defense markets. The acquisition is expected to significantly expand VSE’s scale and enhance its engine and component service capabilities across the aviation aftermarket, while maintaining a focused strategy centered on high-value, high-margin, mission-critical, and differentiated services. Upon closing, VSE is anticipated to become a more diversified, globally scaled aviation aftermarket platform with broader technical capabilities and an expanded portfolio of proprietary repair and solutions content designed to strengthen customer support, extend asset life, and reduce total cost of ownership.
PAG expects to generate approximately $615 million of adjusted revenue(2) for the full year ended December 31, 2025, with an adjusted EBITDA margin greater than 20%. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions. Following closing, VSE and PAG leadership will focus on integration and the execution of identified synergy initiatives. Initial cost and in-sourcing synergies are estimated to exceed $15 million on an annualized basis over the next few years. Additional value creation opportunities, including cross-selling initiatives, in-sourcing of product support and repairs, operational and cost efficiencies, procurement savings, network optimization, and working capital and supply chain improvements, are expected to be further defined following closing.
(2) Non-GAAP measure. See additional information at the end of this release regarding non-GAAP financial measures
EXCLUSIVE PROPRIETARY OEM LICENSING AGREEMENT
VSE entered into an asset purchase and license agreement with an original equipment manufacturer (“OEM”) to exclusively manufacture, distribute, and repair certain fuel pumps supporting the Pratt & Whitney Canada PT6 engine series. The agreement expands VSE’s proprietary OEM Solutions portfolio and strengthens its position in high-value, mission-critical engine accessory programs across the global PT6 installed base.
EXCLUSIVE LIFE-OF-PROGRAM DISTRIBUTION PROGRAM
VSE announces the launch of a new, globally exclusive, life-of-program auxiliary power unit (“APU”) components distribution program with an OEM. This expanded OEM collaboration significantly broadens VSE’s role in supporting APU programs across a wide range of commercial and critical platforms. VSE will serve as the exclusive life-of-program licensed distributor for more than 2,500 unique aftermarket parts supporting four OEM APU platforms. Program execution is expected to begin in early 2026.
2025 BUSINESS HIGHLIGHTS
RECORD REVENUE AND PROFITABILITY PERFORMANCE: Achieved record Aviation revenue and profitability, surpassing $1 billion in Aviation revenue for the first time in company history, while strengthening margins and generating positive free cash flow.
ORGANIC GROWTH - NEW BUSINESS AWARDS AND OEM PARTNERSHIPS: Secured multiple new distribution and MRO program awards and strengthened strategic OEM partnerships, supporting future organic growth and expanded proprietary content.
STRATEGY ADVANCEMENT - FLEET DIVESTITURE: Completed the sale of our Fleet segment in April 2025, successfully repositioning VSE as a pure-play aviation aftermarket company and sharpening our strategic focus.
TURBINE WELD ACQUISITION: Acquired Turbine Weld Industries, LLC (“Turbine Weld”) in May 2025, expanding our proprietary repair capabilities across key business and general aviation engine platforms and strengthening our MRO value proposition.
AERO 3 ACQUISITION: Acquired Aero 3, Inc. (“Aero 3”) in December 2025, expanding our global wheel and brake MRO and distribution capabilities and enhancing our diversified component services portfolio.
ACQUISITION INTEGRATION AND SYNERGY CAPTURE - KELLSTROM: Advanced integration initiatives across brand transitions, HR and organizational alignment, IT system upgrades, and operational processes.
MRO CAPACITY AND CAPABILITY EXPANSION: Increased MRO capacity and broadened technical capabilities across engine and component programs to better support global customers and future organic growth opportunities.
GLOBAL EXPANSION: Launched new product introductions in Europe and continued growth across both Europe and APAC markets.
OEM SOLUTIONS PLATFORM DEVELOPMENT: Advanced our OEM Solutions organization and fuel control transition program, positioning 2026 as a critical execution year.
AI AND PROCESS INITIATIVES: Launched initial AI-enabled tools and process improvement initiatives to improve efficiency across the platform.
FOURTH QUARTER SEGMENT RESULTS
Aviation segment revenue increased 32% year-over-year to a record $301.2 million in the fourth quarter of 2025. The year-over-year revenue growth was attributable to strong program execution on new and existing business awards, the addition of new product line and repair capabilities, an expansion of MRO capacity to support new acquisitions, and contributions from recent acquisitions. The fourth quarter segment revenue included five business days of Aero 3 results. Aviation distribution and repair revenue increased 37% and 24% respectively, in the fourth quarter versus the prior-year period. The Aviation segment reported operating income of $43.5 million in the fourth quarter, compared to $29.2 million in the same period of 2024. Segment Adjusted EBITDA increased by 43% in the fourth quarter to $55.2 million, versus $38.6 million in the prior-year period, driven by strong execution on distribution and MRO programs, expanded capacity at MRO facilities, increased in-sourcing, sales from the higher-margin OEM-licensed manufacturing program, and the realization of synergies from recent acquisitions. Adjusted EBITDA margin in the fourth quarter was 18.3%, an increase of approximately 140 basis points compared to the prior year period results.
FINANCIAL RESOURCES AND LIQUIDITY
The Company generated $38 million of operating cash flow and $31 million of free cash flow for the fourth quarter of 2025. For the full year 2025, the Company generated $27 million of operating cash flow and $6 million of free cash flow. As of December 31, 2025, the Company had $469 million in cash and unused commitment availability under its revolving credit facility maturing in May 2030. As of December 31, 2025, VSE had total net debt outstanding of $223 million. The Adjusted Net Leverage Ratio was approximately 1.1x as of the end of the fourth quarter.
2026 CONSOLIDATED GUIDANCE (EXCLUDING PAG)
REVENUE
VSE expects consolidated full year 2026 revenue growth of approximately 19% to 23% compared to the prior year. The revenue outlook includes contributions from the Aero 3 and Turbine Weld acquisitions.
ADJUSTED EBITDA MARGIN
Consolidated full year 2026 Adjusted EBITDA margin is expected to be between 16.8% and 17.3%, reflecting contributions from the Aero 3 and Turbine Weld acquisitions, as well as anticipated organic margin expansion.
Full year 2026 revenue and Adjusted EBITDA margin guidance excludes the recently announced PAG acquisition. The Company expects to update its full year 2026 guidance following the closing of the PAG acquisition, which is anticipated to occur in the second quarter of 2026.
FOURTH QUARTER AND FULL YEAR RESULTS
Three months ended December 31,
For the years ended December 31,
($ in thousands, except per share amounts)
2025
2024
% Change
2025
2024
% Change
Revenues
$
301,182
$
227,403
32.4
%
$
1,112,275
$
786,256
41.5
%
Operating income
$
32,491
$
20,439
59.0
%
$
89,595
$
58,756
52.5
%
Net income from continuing operations
$
22,296
$
10,406
114.3
%
$
53,493
$
19,402
175.7
%
EPS (Diluted)
$
0.98
$
0.51
92.2
%
$
2.52
$
1.08
133.3
%
SEGMENT RESULTS
Following the divestiture of the Fleet segment, the Company operates under a single reportable operating segment. The reconciliation below provides transitional disclosure of Aviation's results for the three and twelve months ended December 31, 2025 and 2024 to support comparability with prior period disclosures.
Three months ended December 31,
For the years ended December 31,
($ in thousands)
2025
2024
% Change
2025
2024
% Change
Revenues:
Aviation
$
301,182
$
227,403
32.4
%
$
1,112,275
$
786,256
41.5
%
Operating income:
Operating income
$
32,491
$
20,439
59.0
%
$
89,595
$
58,756
52.5
%
Unallocated corporate costs
11,009
8,734
26.0
%
58,741
42,631
37.8
%
Aviation
$
43,500
$
29,173
49.1
%
$
148,336
$
101,387
46.3
%
NON-GAAP MEASURES
In addition to the financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), this earnings release also contains non-GAAP financial measures. These measures provide useful information to investors, and a reconciliation of these measures to the most directly comparable GAAP measures and other information relating to these non-GAAP measures is included in the supplemental schedules attached. These non-GAAP measures, however, have limitations as analytical tools and should not be considered in isolation or as a substitute for performance prepared in accordance with GAAP.
NON-GAAP FINANCIAL INFORMATION
Adjusted Net Income from Continuing Operations and Adjusted EPS
Three months ended December 31,
For the years ended December 31,
($ in thousands)
2025
2024
% Change
2025
2024
% Change
Net income from continuing operations
$
22,296
$
10,406
114.3
%
$
53,493
$
19,402
175.7
%
Adjustments to net income from continuing operations:
Acquisition, integration and restructuring costs
6,131
2,746
123.3
%
11,560
7,711
49.9
%
Severance costs
—
—
—
%
—
58
(100.0
)%
Lease abandonment and termination costs (1)
—
100
(100.0
)%
—
12,345
(100.0
)%
Divestiture-related restructuring costs
25
192
(87.0
)%
316
4,231
(92.5
)%
Earn-out receivable fair value adjustments
—
—
—
%
29,200
—
—
%
Debt issuance costs
—
—
—
%
491
—
—
%
Interest income on note receivable
(699
)
—
—
%
(2,041
)
—
—
%
27,753
13,444
106.4
%
93,019
43,747
112.6
%
Tax impact of adjusted items
(1,362
)
(758
)
79.7
%
(9,862
)
(6,074
)
62.4
%
Adjusted net income from continuing operations
$
26,391
$
12,686
108.0
%
$
83,157
$
37,673
120.7
%
Weighted average dilutive shares
22,710
20,249
12.2
%
21,239
17,975
18.2
%
GAAP EPS (Diluted)
$
0.98
$
0.51
92.2
%
$
2.52
$
1.08
133.3
%
Adjusted EPS (Diluted)
$
1.16
$
0.63
84.1
%
$
3.92
$
2.10
86.7
%
(1) Includes consulting costs incurred in conjunction with lease termination.
EBITDA and Adjusted EBITDA
Three months ended December 31,
For the years ended December 31,
($ in thousands)
2025
2024
% Change
2025
2024
% Change
Net income from continuing operations
$
22,296
$
10,406
114.3
%
$
53,493
$
19,402
175.7
%
Interest expense, net
1,833
6,944
(73.6
)%
20,556
34,947
(41.2
)%
Provision for income taxes
8,362
3,089
170.7
%
15,546
4,407
252.8
%
Amortization of intangible assets
6,687
5,168
29.4
%
25,995
17,625
47.5
%
Depreciation and amortization
3,507
2,461
42.5
%
13,198
8,187
61.2
%
EBITDA
42,685
28,068
52.1
%
128,788
84,568
52.3
%
Acquisition, integration and restructuring costs
6,131
2,746
123.3
%
11,560
7,711
49.9
%
Severance costs
—
—
—
%
—
58
(100.0
)%
Lease abandonment and termination costs (1)
—
100
(100.0
)%
—
12,345
(100.0
)%
Divestiture-related restructuring costs
25
192
(87.0
)%
316
4,231
(92.5
)%
Earn-out receivable fair value adjustments
—
—
—
%
29,200
—
—
%
Stock-based compensation
2,927
2,202
32.9
%
13,060
8,114
61.0
%
Adjusted EBITDA
$
51,768
$
33,308
55.4
%
$
182,924
$
117,027
56.3
%
(1) Includes consulting costs incurred in conjunction with lease termination.
Adjusted EBITDA Summary
Three months ended December 31,
For the years ended December 31,
($ in thousands)
2025
2024
% Change
2025
2024
% Change
Aviation
$
55,204
$
38,571
43.1
%
$
195,407
$
131,787
48.3
%
Adjusted unallocated corporate costs (1)
(3,436
)
(5,263
)
(34.7
)%
(12,483
)
(14,760
)
(15.4
)%
Adjusted EBITDA
$
51,768
$
33,308
55.4
%
$
182,924
$
117,027
56.3
%
(1) Includes certain adjustments not directly attributable to the Aviation segment.
Segment EBITDA and Adjusted EBITDA
Three months ended December 31,
For the years ended December 31,
($ in thousands)
2025
2024
% Change
2025
2024
% Change
Aviation
Operating income
$
43,500
$
29,173
49.1
%
$
148,336
$
101,387
46.3
%
Depreciation and amortization
10,186
7,581
34.4
%
39,160
25,500
53.6
%
EBITDA
53,686
36,754
46.1
%
187,496
126,887
47.8
%
Acquisition, integration and restructuring costs
343
520
(34.0
)%
2,733
1,579
73.1
%
Severance costs
—
—
—
%
—
58
(100.0
)%
Stock-based compensation
1,175
1,297
(9.4
)%
5,178
3,263
58.7
%
Adjusted EBITDA
$
55,204
$
38,571
43.1
%
$
195,407
$
131,787
48.3
%
Three months ended December 31,
For the years ended December 31,
(in thousands)
2025
2024
% Change
2025
2024
% Change
Corporate
Unallocated corporate costs
$
11,009
$
8,734
26.0
%
$
58,741
$
42,631
37.8
%
Depreciation and amortization
(8
)
(48
)
(83.3
)%
(33
)
(312
)
(89.4
)%
EBITDA
11,001
8,686
26.7
%
58,708
42,319
38.7
%
Acquisition, integration and restructuring costs
(5,788
)
(2,226
)
160.0
%
(8,827
)
(6,132
)
43.9
%
Lease abandonment and termination costs (1)
—
(100
)
(100.0
)%
—
(12,345
)
(100.0
)%
Divestiture-related restructuring costs
(25
)
(192
)
(87.0
)%
(316
)
(4,231
)
(92.5
)%
Earn-out receivable fair value adjustments
—
—
—
%
(29,200
)
—
—
%
Stock-based compensation
(1,752
)
(905
)
93.6
%
(7,882
)
(4,851
)
62.5
%
Adjusted unallocated corporate costs
$
3,436
$
5,263
(34.7
)%
$
12,483
$
14,760
(15.4
)%
(1) Includes consulting costs incurred in conjunction with lease termination.
Reconciliation of Operating Cash to Free Cash Flow (a)
Three months ended December 31,
For the years ended December 31,
($ in thousands)
2025
2024
2025
2024
Net cash provided by (used in) operating activities
$
37,642
$
55,375
$
26,990
$
(31,037
)
Capital expenditures
(6,768
)
(3,265
)
(21,281
)
(20,704
)
Free cash flow
$
30,874
$
52,110
$
5,709
$
(51,741
)
(a) The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.
Reconciliation of Debt to Net Debt
For the years ended December 31,
($ in thousands)
2025
2024
Principal amount of debt
$
296,250
$
432,500
Debt issuance costs
(3,446
)
(2,327
)
Cash and cash equivalents
(69,358
)
(29,030
)
Net debt
$
223,446
$
401,143
Net Leverage Ratio
For the years ended December 31,
($ in thousands)
2025
2024
Net debt
$
223,446
$
401,143
TTM Adjusted EBITDA(1)
$
182,924
$
136,294
Net Leverage Ratio
1.2 x
2.9 x
TTM Acquisition Adjusted EBITDA(2)
$
209,128
$
158,752
Adjusted Net Leverage Ratio
1.1 x
2.5 x
(1) TTM Adjusted EBITDA is defined as Adjusted EBITDA for the most recent twelve (12) month period. TTM Adjusted EBITDA and Cash and cash equivalents for the period ended December 31, 2024 only do not include any adjustment to reclassify amounts from the Fleet segment.
(2) TTM Acquisition Adjusted EBITDA includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results.
The non-GAAP Financial Information set forth in this document is not calculated in accordance with GAAP under SEC Regulation G. The Company considers Adjusted Net Income, Adjusted EPS (Diluted), EBITDA, Adjusted EBITDA, Acquisition Adjusted EBITDA, TTM Adjusted EBITDA, Segment Adjusted EBITDA, TTM Acquisition Adjusted EBITDA, Adjusted unallocated corporate costs, net debt, adjusted net leverage ratio, free cash flow, PAG adjusted revenue and PAG adjusted EBITDA as non-GAAP financial measures and important indicators of performance and useful metrics for management and investors to evaluate the business' ongoing operating performance on a consistent basis across reporting periods. These non-GAAP financial measures, however, should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Adjusted Net Income represents Net Income adjusted for acquisition-related costs, other discrete items, and related tax impact. Management believes these acquisition-related costs and other discrete items provide useful information about nonrecurring costs and benefits to help users meaningfully evaluate and compare the Company's quarterly and year-to-date performance against prior periods. Adjusted EPS (Diluted) is computed by dividing net income, adjusted for the discrete items as identified above and the related tax impacts, by the diluted weighted average number of common shares outstanding. EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization. Management believes EBITDA provides useful information about the Company's operating performance as it isolates non-cash depreciation and amortization charges as well as interest expense and income taxes, which are non-operating items. Adjusted EBITDA represents EBITDA (as defined above) adjusted for non-cash stock-based compensation and discrete items as identified above. Acquisition Adjusted EBITDA represents Adjusted EBITDA plus the pre-acquisition portion of EBITDA for the trailing twelve months. TTM Adjusted EBITDA represents Adjusted EBITDA as defined above for the trailing twelve months. TTM Acquisition Adjusted EBITDA includes pre-acquisition portion of EBITDA for the trailing twelve months that is not included in historical results. Adjusted unallocated corporate costs represents Unallocated corporate costs before depreciation and other amortization, adjusted for non-cash stock-based compensation and discrete items as identified above. Net debt is defined as principal amount of debt less debt issuance costs and less cash and cash equivalents. Free cash flow represents operating cash flow less capital expenditures. Adjusted Net leverage ratio is calculated as net debt divided by trailing twelve month Acquisition Adjusted EBITDA. PAG adjusted revenue includes pre-acquisition revenue from companies acquired by PAG during full year period ended December 31, 2025. PAG adjusted EBITDA margin represents estimated operating income before depreciation and amortization expenses and includes the pre-acquisition portion of EBITDA from companies acquired by PAG, that is not included in historical results, and excludes certain non-recurring items, as a percentage of revenue. PAG adjusted EBITDA and PAG adjusted EBITDA margin do not represent pro forma financial information prepared in accordance with Article 11 of Regulation S-X.
The Company has presented forward-looking statements regarding Adjusted EBITDA margin, PAG adjusted revenue and PAG adjusted EBITDA margin. These non-GAAP financial measures are derived by excluding certain amounts, expenses or income, from the corresponding financial measure determined in accordance with GAAP. The determination of the amounts that are excluded from these non-GAAP financial measure are a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period in reliance on the exception provided by item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable to present a quantitative reconciliation of forward-looking Adjusted EBITDA margin, PAG adjusted revenue and PAG adjusted EBITDA margin to their most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measures without unreasonable effort or expense. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company's future financial results. These non-GAAP financial measures are preliminary estimates and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between the Company's or PAG's actual results and preliminary financial data set forth above may be material.
CONFERENCE CALL
A conference call will be held Thursday, February 26, 2026 at 8:30 A.M. ET to review the Company’s financial results, discuss recent events and conduct a question-and-answer session.
An audio webcast of the conference call and accompanying presentation materials will be available in the Investor Relations section of VSE’s website at https://ir.vsecorp.com. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register, download and install any necessary audio software. A replay of the audio webcast will be available at the same location following the conclusion of the call.
ABOUT VSE CORPORATION
VSE is a leading provider of aviation distribution and repair services for the commercial and business and general aviation (B&GA) aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers' high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators. For more detailed information, please visit VSE's website at www.vsecorp.com.
Please refer to the Form 10-K that will be filed with the Securities and Exchange Commission (SEC) on or about February 27, 2026 for more details on our fourth quarter and full year 2025 results. VSE encourages investors and others to review the detailed reporting and disclosures contained in VSE’s public filings for additional discussion about the status of customer programs and contract awards, risks, revenue sources and funding, dependence on material customers, and management’s discussion of short- and long-term business challenges and opportunities.
FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements. 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 and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this document. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that actual results will not differ materially from these expectations. “Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent the Company's expectations or beliefs, including, but not limited to, statements concerning the Company's operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements, by their nature, involve substantial risks and uncertainties, certain of which are beyond the Company's control, and actual results may differ materially depending on a variety of important factors, including, but not limited to, factors identified in the Company's reports filed or expected to be filed with the SEC including the Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings made with the SEC. All forward-looking statements made herein are qualified by these cautionary statements and risk factors and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Readers are cautioned not to place undue reliance on these forward looking-statements, which reflect management's analysis only as of the date hereof. The Company undertakes 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/20260225618361/en/
INVESTOR CONTACT
Michael Perlman
VP, Investor Relations & Treasury
T: (954) 547-0480 M: (561) 281-0247
investors@vsecorp.com
Original: VSE Corporation Announces Fourth Quarter and Full Year 2025 Results
US Market News
5月前
VSE Corporation Prices Upsized Public Offerings of Common Stock and Tangible Equity UnitsFebruary 3, 2026 2:05 AM
Business Wire
VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a leading provider of aviation aftermarket distribution and repair services, announced today that it has priced its previously announced underwritten public offering of 3,989,362 shares of its common stock at a price to the public of $188.00 per share, representing approximately $750 million of shares of common stock, and its previously announced concurrent underwritten public offering of 8,000,000 of its 5.750% tangible equity units (the “Units”), with an aggregate stated amount of $400 million. The common stock offering was increased from $650 million to approximately $750 million, and the Units offering was increased from $350 million to approximately $400 million. VSE has also granted the underwriters in each of the offerings a 30-day option to purchase up to an additional 598,404 shares of common stock and 1,200,000 Units, as applicable. The common stock offering is expected to close on February 4, 2026, and the Units offering is expected to close on February 5, 2026, in each case subject to the satisfaction of customary closing conditions.
Net proceeds from the offerings are expected to be approximately $1.11 billion after deducting underwriting discounts and commissions and before estimated offering expenses (or up to approximately $1.28 billion if the underwriters of each of the offerings exercise in full their option to purchase additional shares of common stock and Units). VSE intends to use the net proceeds from the offerings to fund a portion of the purchase price of its previously announced acquisition of Precision Aviation Group, Inc., a portfolio company of GenNx360 Capital Partners (the “PAG Acquisition”).
Each Unit will be comprised of a prepaid stock purchase contract and a senior amortizing note due February 1, 2029, in each case issued by VSE. Unless earlier settled at the holder’s option or at VSE’s option or earlier redeemed by VSE in connection with a merger termination redemption, each stock purchase contract will automatically settle on February 1, 2029 (subject to postponement in certain limited circumstances) for between 0.2171 and 0.2660 shares of VSE’s common stock per purchase contract, subject to adjustment, based upon the applicable settlement rate and applicable market value of the common stock, as described in the final prospectus supplement relating to the Unit offering. The threshold appreciation price for each Unit, which represents the stated amount of each Unit divided by the minimum settlement rate of 0.2171, is initially $230.3086 and represents an approximate 22.5% appreciation over the public offering price of VSE’s common stock in the common stock offering.
Each amortizing note will have an initial principal amount of $7.8225 and will bear interest at a rate of 5.93% per annum. On each February 1, May 1, August 1, and October 1, commencing on May 1, 2026 and ending on February 1, 2029, VSE will pay equal quarterly cash installments of $0.7188 per amortizing note (except for the May 1, 2026 installment payment, which will be $0.6868 per amortizing note), which will constitute a payment of interest and a partial repayment of principal, and which cash payment in the aggregate will be equivalent to 5.750% per year with respect to each $50.00 stated amount of Units. The amortizing notes will be unsecured senior obligations of VSE.
VSE’s common stock is listed on The Nasdaq Global Select Market under the symbol “VSEC” and VSE has applied to list the Units on The Nasdaq Global Select Market under the symbol “VSECU.”
The common stock offering and Unit offering are separate public offerings made by means of separate prospectus supplements and the completion of the Units offering is not contingent on the completion of the common stock offering, and the completion of the common stock offering is not contingent on the completion of the Units offering. Neither offering is contingent on the consummation of the PAG Acquisition or any debt financing. If the PAG Acquisition is not consummated, VSE intends to use the net proceeds from the offerings for general corporate purposes, which may include redeeming and repurchasing the purchase contract and amortizing note components of the Units in connection with a merger termination redemption.
Jefferies and RBC Capital Markets are acting as joint lead book-running managers and representatives of the underwriters for the offerings. Citigroup, Citizens Capital Markets, Morgan Stanley, Truist Securities, and William Blair are also serving as joint book-runners for the offerings. B. Riley Securities, Deutsche Bank Securities, Stifel, and Wolfe | Nomura Alliance are serving as additional book-runners for the offerings. Benchmark, a StoneX Company, and KeyBanc Capital Markets are serving as co-managers for the offerings.
An automatically effective shelf registration statement relating to the securities being offered has been filed with the Securities and Exchange Commission (the “SEC”). The offerings are being made only by means of preliminary prospectus supplements and accompanying prospectuses. Preliminary prospectus supplements and accompanying prospectuses relating to the offerings have been filed with the SEC and are available free of charge on the SEC’s website at http://www.sec.gov. The final prospectus supplements and accompanying prospectuses relating to the offerings will be filed with the SEC and may also be obtained, when available, from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com, or from RBC Capital Markets, LLC, Attn: Equity Capital Markets, 200 Vesey Street, 8th floor, New York, New York 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.
ABOUT VSE CORPORATION
VSE is a leading provider of aviation distribution and repair services for the commercial and business and general aviation (“B&GA”) aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers’ high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.
“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent VSE’s expectations or beliefs, including, but not limited to, statements concerning the Company’s expectations regarding the offering of common stock and the offering of Units, including the expected timing of the closing and use of proceeds of each offering, VSE’s expectation that VSE will complete the proposed offerings, VSE’s operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.
These statements speak only as of the date of this press release and VSE undertakes no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, VSE’s intent, belief or current expectations with respect to the timing and terms of the closing of the offerings, the grant of the options to purchase additional shares and Units, as applicable, the anticipated use of proceeds from the offerings and other statements relating to the proposed offerings. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond VSE’s control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:
the performance of the aviation aftermarket;
global economic and political conditions;
supply chain delays and disruptions;
competition from existing and new competitors;
losses related to investments in inventory and facilities;
interruptions in VSE’s operations;
challenges related to workforce management or any failure to attract or retain a skilled workforce;
VSE’s ability to consummate the PAG Acquisition within the time frame VSE expects, if at all;
VSE’s ability to realize the expected strategic benefits and cost synergies from the PAG Acquisition, after taking into account any business disruption, maintenance of customer, employee, or supplier relationships, management distraction during the integration process or other factors beyond VSE’s control;
the accuracy of VSE’s assumptions relating to the PAG Acquisition;
the significant expenses that have been incurred and will be incurred in connection with the PAG Acquisition, whether or not the PAG Acquisition is completed;
VSE’s ability to finance the PAG Acquisition on acceptable terms, or at all;
VSE’s ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to recently completed acquisitions, including the acquisition of Aero 3, Inc.;
access to and the performance of third-party package delivery companies;
prolonged periods of inflation and VSE’s ability to mitigate the impact thereof;
future business conditions resulting in impairments;
VSE’s ability to successfully divest businesses and to transition facilities in connection therewith;
VSE’s work on large government programs;
health epidemics, pandemics and similar outbreaks;
compliance with government rules and regulations, including tariffs and environmental and pollution risk;
VSE’s ability to mitigate the impacts of increased costs related to tariffs;
litigation and legal actions arising from VSE’s operations;
technology and cybersecurity threats and incidents;
VSE’s outstanding indebtedness, including the expected increase in indebtedness upon completion of the PAG Acquisition;
market volatility in the debt and equity capital markets;
VSE’s ability to continue to pay dividends at current levels or at all;
VSE’s published financial guidance;
VSE’s preliminary financial estimates, which represent management’s current estimates and are subject to change;
dilution to VSE’s stockholders related to any financing transactions, including these offerings;
restrictions and limitations that may stem from financing arrangements we enter into or assume in the future, or from the redemptions and repurchases we may undertake if the PAG Acquisition is not consummated;
VSE’s expected use of proceeds from these offerings, particularly the broad discretion of VSE’s management to use the net proceeds from the common stock offering if the PAG Acquisition is not consummated; and
the other factors identified in VSE’s reports filed or expected to be filed with the SEC, including VSE’s Annual Report on Form 10-K for the year ended December 31, 2024 and VSE’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.
You are advised, however, to consult any further disclosures VSE makes on related subjects in VSE’s periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260202461991/en/
INVESTOR RELATIONS CONTACT:
Michael Perlman
Vice President of Investor Relations and Treasury
Phone: (954) 547-0480
Email: investors@vsecorp.com
Original: VSE Corporation Prices Upsized Public Offerings of Common Stock and Tangible Equity Units
US Market News
5月前
VSE Corporation Announces Public Offerings of Common Stock and Tangible Equity UnitsFebruary 2, 2026 7:13 AM
Business Wire
VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a leading provider of aviation aftermarket distribution and repair services, announced today that it has commenced concurrent underwritten public offerings, subject to market and other conditions, of $650 million of its common stock and tangible equity units (the “Units”) with an aggregate stated amount of $350 million, pursuant to an effective shelf registration statement. In addition, VSE intends to grant the underwriters in each of the offerings a 30-day option to purchase up to an additional 15% of the shares of common stock or Units offered in the public offerings, as applicable.
VSE intends to use the net proceeds from the offerings to fund a portion of the purchase price of its previously announced acquisition of Precision Aviation Group, Inc., a portfolio company of GenNx360 Capital Partners (the “PAG Acquisition”).
Each Unit will be comprised of a prepaid stock purchase contract and a senior amortizing note due February 1, 2029, in each case issued by VSE. Unless earlier settled at the holder’s option or at VSE’s option or earlier redeemed by VSE in connection with a merger termination redemption, each stock purchase contract will automatically settle on February 1, 2029 (subject to postponement in certain limited circumstances) for shares of VSE's common stock. The amortizing notes will pay equal quarterly cash installments that will constitute a payment of interest and a partial repayment of principal. The amortizing notes will have a final installment payment date of February 1, 2029 and will be unsecured senior obligations of VSE.
VSE’s common stock is listed on The Nasdaq Global Select Market under the symbol “VSEC” and VSE has applied to list the Units on The Nasdaq Global Select Market under the symbol “VSECU.”
The common stock offering and the Units offering are separate public offerings made by means of separate prospectus supplements. The completion of the Units offering is not contingent on the completion of the common stock offering, and the completion of the common stock offering is not contingent on the completion of the Units offering. Neither offering is contingent on the consummation of the PAG Acquisition or any debt financing. If the PAG Acquisition is not consummated, VSE intends to use the net proceeds from the offerings for general corporate purposes, which may include redeeming and repurchasing the purchase contract and amortizing note components of the Units in connection with a merger termination redemption.
Jefferies and RBC Capital Markets are acting as joint lead book-running managers and representatives of the underwriters for the offerings.
An automatically effective shelf registration statement relating to the securities being offered has been filed with the Securities and Exchange Commission (the “SEC”). The offerings are being made only by means of preliminary prospectus supplements and accompanying prospectuses. Preliminary prospectus supplements and accompanying prospectuses relating to the offerings will be filed with the SEC and will be available free of charge on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplements and accompanying prospectuses relating to the offerings may also be obtained from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com, or from RBC Capital Markets, LLC, Attn: Equity Capital Markets, 200 Vesey Street, 8th floor, New York, New York 10281, by telephone at 877-822-4089 or by email at equityprospectus@rbccm.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.
ABOUT VSE CORPORATION
VSE is a leading provider of aviation distribution and repair services for the commercial and business and general aviation (“B&GA”) aftermarkets. Headquartered in Miramar, Florida, VSE is focused on significantly enhancing the productivity and longevity of its customers’ high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators.
FORWARD-LOOKING STATEMENTS
This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.
“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent VSE’s expectations or beliefs, including, but not limited to, statements concerning the Company’s expectations regarding the offering of common stock and the offering of Units, including the expected timing, terms, size and use of proceeds of each offering, VSE’s expectation that VSE will complete the proposed offerings, VSE’s operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.
These statements speak only as of the date of this press release and VSE undertakes no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, VSE’s intent, belief or current expectations with respect to the timing and terms of the anticipated offerings, the grant of the options to purchase additional shares and Units, as applicable, the anticipated use of proceeds from the offerings and other statements relating to the proposed offerings. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond VSE’s control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:
the performance of the aviation aftermarket;
global economic and political conditions;
supply chain delays and disruptions;
competition from existing and new competitors;
losses related to investments in inventory and facilities;
interruptions in VSE’s operations;
challenges related to workforce management or any failure to attract or retain a skilled workforce;
VSE’s ability to consummate the PAG Acquisition within the time frame VSE expects, if at all;
VSE’s ability to realize the expected strategic benefits and cost synergies from the PAG Acquisition, after taking into account any business disruption, maintenance of customer, employee, or supplier relationships, management distraction during the integration process or other factors beyond VSE’s control;
the accuracy of VSE’s assumptions relating to the PAG Acquisition;
the significant expenses that have been incurred and will be incurred in connection with the PAG Acquisition, whether or not the PAG Acquisition is completed;
VSE’s ability to finance the PAG Acquisition on acceptable terms, or at all;
VSE’s ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to recently completed acquisitions, including the acquisition of Aero 3, Inc.;
access to and the performance of third-party package delivery companies;
prolonged periods of inflation and VSE’s ability to mitigate the impact thereof;
future business conditions resulting in impairments;
VSE’s ability to successfully divest businesses and to transition facilities in connection therewith;
VSE’s work on large government programs;
health epidemics, pandemics and similar outbreaks;
compliance with government rules and regulations, including tariffs and environmental and pollution risk;
VSE’s ability to mitigate the impacts of increased costs related to tariffs;
litigation and legal actions arising from VSE’s operations;
technology and cybersecurity threats and incidents;
VSE’s outstanding indebtedness, including the expected increase in indebtedness upon completion of the PAG Acquisition;
market volatility in the debt and equity capital markets;
VSE’s ability to continue to pay dividends at current levels or at all;
VSE’s published financial guidance;
VSE’s preliminary financial estimates, which represent management’s current estimates and are subject to change;
dilution to VSE’s stockholders related to any financing transactions, including these offerings;
restrictions and limitations that may stem from financing arrangements we enter into or assume in the future, or from the redemptions and repurchases we may undertake if the PAG Acquisition is not consummated;
VSE’s expected use of proceeds from these offerings, particularly the broad discretion of VSE’s management to use the net proceeds from the common stock offering if the PAG Acquisition is not consummated; and
the other factors identified in VSE’s reports filed or expected to be filed with the SEC, including VSE’s Annual Report on Form 10-K for the year ended December 31, 2024 and VSE’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025.
You are advised, however, to consult any further disclosures VSE makes on related subjects in VSE’s periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260201083549/en/
INVESTOR RELATIONS CONTACT:
Michael Perlman
Vice President of Investor Relations and Treasury
Phone: (954) 547-0480
Email: investors@vsecorp.com
Original: VSE Corporation Announces Public Offerings of Common Stock and Tangible Equity Units
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