VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a leading provider of aftermarket distribution and repair services, has announced a definitive agreement to divest its Fleet business segment, Wheeler Fleet Solutions, to One Equity Partners (“OEP”) for a total consideration of up to $230 million. This transaction represents the culmination of VSE’s strategic transformation, aligning the company more closely with its core aviation aftermarket business.
Strategic Transformation and Focus on Aviation
VSE’s decision to sell its Fleet business underscores its commitment to focusing on high-growth, high-margin opportunities in the aviation sector. As a recognized leader in aviation aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services, VSE is positioning itself as a specialized solutions provider to commercial, business, and general aviation customers worldwide.
John Cuomo, President and CEO of VSE Corporation, emphasized the importance of this move:
“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. 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.”
Wheeler Fleet Solutions: A Legacy of Excellence
Wheeler Fleet Solutions, VSE’s Fleet segment, has been a prominent player in the medium and heavy-duty fleet market, offering a comprehensive range of parts distribution and engineering solutions. Known for its world-class customer service, proprietary IT solutions, and extensive parts inventory, Wheeler Fleet Solutions has been a trusted partner for various commercial and government entities, including the United States Postal Service (USPS).
Over the past five years, the Wheeler team has successfully expanded its customer base and product offerings while maintaining industry-leading service standards. The transition to OEP ownership is expected to provide additional resources and strategic guidance to accelerate the company’s growth and innovation in the fleet parts sector.
A Strategic Fit for One Equity Partners
OEP is a private equity firm specializing in industrial, healthcare, and technology investments. With a track record of transforming distribution businesses through strategic growth initiatives, OEP is well-positioned to guide Wheeler Fleet Solutions into its next phase.
“OEP is excited to partner with the Wheeler Fleet Solutions team as we enter this exciting new chapter together,” said Ori Birnboim, Partner at OEP. “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.”
Steve Lunau, another Partner at OEP, added:
“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. We are committed to building on Wheeler Fleet Solutions’ strong employee and customer-centric culture while driving continued development and growth.”
Transaction Details
Under the terms of the agreement, VSE will receive up to $230 million, including:
- A $140 million cash payment at closing
- A $25 million seller note
- 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.
Financial and Legal Advisors
VSE was advised on the transaction by Jefferies, LLC, which acted as its exclusive financial advisor, while Jones Day provided legal counsel. OEP’s legal counsel was provided by leading industry experts to facilitate a seamless acquisition process.
Strengthening VSE’s Aviation Business
With the divestiture of its Fleet segment, VSE is poised to strengthen its aviation aftermarket operations, a sector that continues to experience significant demand growth. The company will direct its resources toward enhancing capabilities in parts distribution and MRO services, reinforcing its position as a leading player in the global aviation support industry.
“Our primary focus moving forward is to invest in areas that drive long-term growth, customer satisfaction, and operational excellence,” said Cuomo. “This transaction enables us to streamline our operations, improve efficiency, and allocate capital toward strategic initiatives that will deliver the highest returns for our stakeholders.”
Future Growth Opportunities
With an optimized business model, VSE aims to expand its aviation capabilities by:
- Strengthening partnerships with global aviation manufacturers and suppliers
- Enhancing MRO services to support a broader range of aircraft components
- Leveraging technology to improve parts distribution efficiency
- Exploring potential acquisitions that align with its aviation-focused strategy
The company’s leadership is confident that these initiatives will reinforce VSE’s reputation as a premier aviation solutions provider while unlocking new revenue streams and operational efficiencies.
Conclusion
VSE Corporation’s agreement to sell Wheeler Fleet Solutions marks a significant milestone in its strategic evolution. By focusing solely on aviation aftermarket distribution and MRO services, the company is set to drive long-term growth, improve financial performance, and deliver enhanced value to its customers and stakeholders.
As Wheeler Fleet Solutions transitions to OEP ownership, both companies are well-positioned for success. VSE will continue its journey as a streamlined aviation specialist, while Wheeler Fleet Solutions will benefit from new investment and strategic direction under OEP’s leadership.
For further details on VSE Corporation and its aviation services, visit www.vsecorp.com. To learn more about One Equity Partners and its investment approach, visit www.oneequity.com.