VSE to acquire Precision Aviation Group for $2.025B; prelim FY25 rev ~$1.1B, adj EBITDA ~$180M

VSE CORP

Total upfront consideration $2.025B: $1.75B cash + $275M newly issued equity, plus up to $125M earnout based on FY2026 profitability targets.
PAG expected 2025 adjusted revenue ~$615M; acquisition projected to increase VSE aviation revenue by ~50% on a pro forma basis.
Deal expected to close by July 29, 2026, subject to HSR, Australian, and UK foreign-direct-investment approvals; 3-month extension possible.
Preliminary Q4 2025 consolidated revenue $290-304M, operating income $27-34M, Adjusted EBITDA $45-53M; positive free cash flow for FY2025.
VSE expects consolidated Adjusted EBITDA margin to exceed 20% over next few years; PAG margin immediately accretive.

item 1.01 item 2.02 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

VSE CORP entered into Purchase Agreement with GenNx360 PAG Buyer, LLC valued at $2.025 billion (effective 2026-01-29).

Action: entry
Agreement: equity purchase
Counterparty: GenNx360 PAG Buyer, LLC
Value: $2.025 billion
Effective: 2026-01-29

Exact text from the filing

On January 29, 2026, VSE Corporation (“VSE” or the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with VSE Mach HoldCo Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Rollover Purchaser”), VSE Mach Acquisition Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Rollover Purchaser (“Cash Purchaser”), GenNx/PAG IntermediateCo Inc., a Delaware corporation (“PAG HoldCo”), and GenNx360 PAG Buyer, LLC, a Delaware limited liability company (“Seller”), pursuant to which VSE will acquire all of the capital stock of PAG HoldCo, which is the parent company of PAG Holding Corp. (d/b/a Precision Aviation Group) (“PAG”), a portfolio company of GenNx360 Capital Partners (such acquisition, the “PAG Acquisition”).

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329 material agreements filed in the last 30 days. Browse all material agreements →

VSE CORP filing history →

Source: SEC EDGAR

accession 0001193125-26-028344

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