VSE (VSEC)

• VSE Corporation priced an upsized public offering of 3,989,362 shares of common stock at $188.00 per share, raising approximately $750 million, and an upsized offering of 8,000,000 tangible equity units with an aggregate stated amount of $400 million.
• The offerings are expected to generate approximately $1.11 billion in net proceeds, which VSE intends to use to fund a portion of the Precision Aviation Group, Inc. (PAG) acquisition.
• The common stock offering is expected to close on February 4, 2026, and the Units offering on February 5, 2026.
• Each tangible equity unit is comprised of a prepaid stock purchase contract and a senior amortizing note due February 1, 2029, with the amortizing notes bearing interest at a rate of 5.93% per annum.

• VSE Corporation has commenced concurrent public offerings of $650 million of common stock and $350 million of tangible equity units.
• The net proceeds from these offerings are intended to fund a portion of the purchase price for the previously announced acquisition of Precision Aviation Group, Inc..
• Each tangible equity unit will be comprised of a prepaid stock purchase contract and a senior amortizing note, both due on February 1, 2029.
• The offerings are separate and not contingent on the completion of the PAG Acquisition; if the acquisition is not consummated, VSE intends to use the net proceeds for general corporate purposes.

• VSE Corporation has entered into a transformational acquisition agreement to purchase Precision Aviation Group for approximately $2.025 billion in cash and equity consideration.
• This acquisition is expected to increase VSE's estimated pro forma full year 2025 Aviation revenue by approximately 50 percent.
• The company anticipates its consolidated Adjusted EBITDA margin to exceed 20 percent over the next few years and expects more than $15 million of annualized synergy opportunities.

• VSE Corp. has agreed to acquire Precision Aviation Group for an upfront consideration of approximately $2.025 billion, consisting of $1.75 billion in cash and $275 million in equity, with potential additional contingent earnouts of up to $125 million, bringing the maximum deal value to around $2.15 billion.
• The acquisition is expected to close in the second quarter of 2026 and is anticipated to create a leading, diversified aviation aftermarket platform with a clear path to over 20% EBITDA margins.
• VSE also reported preliminary fiscal 2025 results, including full-year revenue of approximately $1.1 billion to $1.15 billion and full-year operating income of about $84 million to $91 million.
• Following the announcement, VSE (VSEC) shares experienced a pre-market increase of about 2.90%, trading at $211.99.

• VSE Corporation has entered into a definitive agreement to acquire Precision Aviation Group (PAG) for approximately $2.025 billion in cash and equity.
• The acquisition is expected to significantly expand VSE’s scale and capabilities in the aviation aftermarket, with PAG projected to generate approximately $615 million of adjusted revenue for the fiscal year ended December 31, 2025.
• VSE anticipates its consolidated Adjusted EBITDA margin to exceed 20% over the next few years, and the transaction is expected to close in the second quarter of 2026.
• VSE also provided preliminary full year 2025 consolidated revenue estimates of ~$1,101 to ~$1,115 million and Adjusted EBITDA estimates of ~$176 to ~$184 million.

• VSE Corporation has signed a definitive agreement to acquire Precision Aviation Group (PAG) for approximately $2.025 billion in total upfront consideration, consisting of $1.75 billion in cash and $275 million in equity, with potential for up to $125 million in additional contingent earnout consideration.
• This acquisition is projected to increase VSE's estimated fiscal year 2025 revenue by about 50% on a pro forma basis and is expected to drive consolidated adjusted EBITDA margins to exceed 20% over the next few years.
• VSE anticipates achieving approximately $15 million in annualized synergies over the next few years through phased integration of operational and corporate support functions.
• The transaction is expected to close in the second quarter of 2026.
• VSE also announced preliminary full year 2025 financial results, with expected revenue between $1.101 billion and $1.115 billion and consolidated Adjusted EBITDA between $176 million and $184 million.

• VSE Corporation has signed a definitive agreement to acquire Precision Aviation Group (PAG) for approximately $2.025 billion, consisting of $1.75 billion in cash and $275 million in equity.
• This acquisition is projected to increase VSE's revenue by about 50% on a pro forma basis and aims for over 20% consolidated adjusted EBITDA margins in the coming years.
• The combined company will operate 60 locations across eight countries with approximately 2,600 employees, targeting approximately $15 million in annualized synergies.
• PAG reported approximately $615 million in adjusted revenue for the full year ended December 31, 2025, with adjusted EBITDA margins greater than 20%. VSE's aviation segment revenue was approximately $1.1 billion in 2025, with consolidated adjusted EBITDA margins of approximately 16.3%.

• VSE Corporation announced on January 29, 2026, its plan to acquire Precision Aviation Group (PAG).
• The upfront consideration for the acquisition is approximately $2.025 billion, consisting of $1.75 billion in cash and $275 million in equity, with potential for up to $125 million in contingent earnout consideration.
• The transaction is expected to be immediately accretive to VSE's consolidated Adjusted EBITDA margin, which is projected to exceed 20% over the next few years, driven by over $15 million in annualized synergy opportunities.
• This acquisition strengthens VSE's pure-play aviation aftermarket platform, adding complementary capabilities and scale, and is expected to increase VSE Aviation aftermarket revenue by approximately 50% in estimated FY2025.
• The transaction is subject to regulatory approvals and customary closing conditions, with an expected closing in the second quarter of 2026.

• VSE has signed a definitive agreement to acquire Precision Aviation Group (PAG) for an upfront consideration of approximately $2.025 billion, comprising $1.75 billion in cash and $275 million in equity.
• The acquisition is expected to be transformational, projected to increase VSE's estimated fiscal year 2025 revenue by approximately 50% on a pro forma basis.
• The combined entity is anticipated to achieve consolidated adjusted EBITDA margins exceeding 20% over the next few years, supported by PAG's margin profile and VSE's proprietary solutions business.
• VSE expects to realize approximately $15 million in annualized synergies over the next few years through integration initiatives.
• The transaction is expected to close in the second quarter of 2026, pending regulatory approvals and customary closing conditions.

• VSE Corporation has entered into a definitive agreement to acquire Precision Aviation Group (PAG) for total upfront consideration of approximately $2.025 billion in cash and equity, with up to $125 million in additional contingent earnout consideration.
• The acquisition is expected to significantly expand VSE’s platform and capabilities in the aviation aftermarket, increasing VSE's estimated pro forma full year 2025 Aviation revenue by approximately 50%.
• PAG is expected to generate approximately $615 million of adjusted revenue for the fiscal year ended December 31, 2025.
• VSE's consolidated Adjusted EBITDA margin is expected to exceed 20% over the next few years as integration and synergy initiatives progress.
• The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions.

Preliminary VSE Consolidated Financial Results for Full Year 2025 (Preliminary-Unaudited)