VSE Corporation announced on January 29, 2026 that it has entered into a definitive agreement to acquire Precision Aviation Group, Inc. (“PAG”), a portfolio company of GenNx360 Capital Partners (“GenNx”), for total upfront consideration of approximately $2.025 billion in cash and equity.

Founded in 1996 and headquartered in Atlanta, Georgia, PAG is a best-in-class global provider of aviation maintenance, repair, and overhaul (“MRO”) services, distribution, and supply chain solutions serving commercial, business and general aviation (“B&GA”), rotorcraft, and defense end markets. PAG operates 29 locations worldwide, employs more than 1,000 people, serves over 10,000 customers globally, and completes more than 175,000 repairs annually. PAG expects to generate approximately $615 million of adjusted revenue¹ for the fiscal year ended December 31, 2025.

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. Together, VSE and PAG will create 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.

MANAGEMENT COMMENTARY

“This acquisition represents a pivotal moment for VSE and a major milestone in our strategy to build a scaled, differentiated, higher-margin aviation aftermarket platform,” said John Cuomo, President and Chief Executive Officer of VSE Corporation. “We have long admired PAG and view it as an exceptional strategic fit within the VSE portfolio. PAG adds a differentiated parts and services model, new and highly complementary capabilities, a best-in-class sales organization, a scaled MRO footprint, deep technical expertise, and strong customer and supplier relationships across growing commercial, B&GA, rotorcraft, and defense end markets.

“This transformational transaction is expected to significantly expand our scale, increase our proprietary solutions content, and further strengthen our position as a mission-critical partner to aviation operators worldwide. Together, we expect to deliver meaningful value for our customers, suppliers, employees, and shareholders through enhanced growth, greater diversification, and near-term margin expansion,” concluded Cuomo.

“We have built a reputation for customer responsiveness, expansive technical capabilities and dependable support for operators worldwide. Joining VSE represents an important next chapter for PAG,” said David Mast, Chief Executive Officer of Precision Aviation Group. “VSE shares our commitment to technical excellence, operational discipline, and world-class customer service. We are excited to combine our platforms to broaden capabilities, strengthen global reach, and accelerate long-term growth for the benefit of our customers, employees, and partners.”

“We are incredibly proud of the exceptional platform we have built at PAG and believe VSE is the ideal strategic partner to accelerate its next stage of growth,” said Pratik Rajeevan, Principal at GenNx360 Capital Partners. “Our significant equity rollover reflects our conviction in PAG’s momentum and in VSE’s ability to scale the platform, enhance capabilities, and deliver even greater value for customers,” added Ron Blaylock, Founder and Managing Partner of GenNx360 Capital Partners.

ACQUISITION OVERVIEW

PAG supports the global aviation aftermarket through four strategic business units:

1. Component Services — Provides system and component repair and overhaul capabilities across hydraulics, pneumatics, starter generators, wheels and brakes, electrical systems, fuel accessories, batteries, instruments, and landing gear, serving commercial, B&GA, military fixed-wing, and rotorcraft platforms.

2. Engine Services — Delivers component, accessory, engine and APU testing and overhaul for turbine-powered platforms across commercial, cargo, B&GA, rotorcraft, lessors, OEMs, and defense end markets.

3. Avionics Services — Offers repair solutions for flight-critical electronic and electromechanical systems, including displays, sensors, engine and flight control systems, navigation, communications, and radar, serving commercial, B&GA, and military fixed-wing and rotorcraft platforms.

4. Proprietary Solutions — Provides Designated Engineering Representative (“DER”) repairs, reverse engineering alternatives, and low-rate in-house manufacturing of structural parts, circuit boards, and subassemblies for commercial, B&GA, military fixed-wing, and rotorcraft applications.

STRATEGIC RATIONALE

• Transformational scale and global footprint. The combined company is expected to operate 60 locations worldwide, with an industry-leading MRO network and centers of excellence that enhance customer proximity, turnaround times, aircraft-on-ground (“AOG”) support, and supply chain responsiveness.

• Structural revenue and margin expansion. Margin improvement is supported by increased proprietary content and expanded repair capabilities. PAG’s margin profile, combined with VSE’s growing proprietary parts and repair solutions, is expected to drive operating leverage and support a path to exceed 20% consolidated Adjusted EBITDA margin¹ over the next few years as integration and synergy initiatives progress. In addition, PAG meaningfully scales VSE Aviation’s aftermarket revenue platform, representing an estimated ~50% increase in full year 2025 revenue on a pro forma basis.

• Multiple synergy and value-creation levers. VSE expects more than $15 million of annualized synergy opportunities over the next few years, driven by cross-selling, insourcing of product support and repairs, operational and cost efficiencies, procurement savings, network optimization, and working capital and supply chain improvements.

• Expanded pure-play aviation aftermarket portfolio. The combination creates an industry-leading repair and parts distribution platform spanning component and engine MRO, avionics, accessories, wheels and brakes, used serviceable material exchanges, and engineered proprietary repairs.

• Enhanced end-market and customer diversification. The combined company expands exposure across commercial, cargo, B&GA, rotorcraft, engine lessors, OEMs, and defense end markets, increasing resilience through market cycles.

FINANCIAL HIGHLIGHTS AND TRANSACTION TERMS

Under the terms of the definitive agreement, VSE will acquire PAG for total upfront consideration of approximately $2.025 billion, subject to customary working capital adjustments, consisting of $1.75 billion in cash and approximately $275 million of equity consideration issued to GenNx, with registration rights, subject to a customary lock-up period, with such lock-up period expiring in three equal parts six-, 12-, and 18-months post-closing. In addition, the agreement includes up to $125 million in additional contingent earnout consideration, payable in cash or equity consideration at VSE’s sole discretion, based on PAG’s 2026 adjusted EBITDA¹ performance.

Inclusive of full anticipated run-rate synergies, the total upfront consideration represents approximately 13.5x PAG’s expected adjusted EBITDA¹ for the full year period ended December 31, 2025.

The cash portion of the upfront consideration is supported by a fully committed bridge facility. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and customary closing conditions.

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