Vse Corp SEC Filings

VSE Corporation completed an underwritten public offering of 9,200,000 tangible equity units at a stated amount of $50.00 per Unit, generating approximately $446.2 million in net proceeds after underwriting discounts and commissions.

Each Unit consists of a prepaid stock purchase contract and an amortizing note. The purchase contracts are scheduled to settle on February 1, 2029, into shares of common stock based on a formula tied to future trading prices. The amortizing notes have an initial principal amount of $7.8225 and pay quarterly cash installments that combine interest at 5.930% per year with principal repayment.

VSE plans to use the net proceeds from this Unit offering together with proceeds from a concurrent common stock offering mainly to fund part of the cash consideration for its previously announced acquisition of PAG HoldCo. If that acquisition is not completed by October 29, 2026, the company has options to redeem all outstanding purchase contracts for cash or stock under specified pricing formulas.

VSE Corporation is offering 8,000,000 tangible equity units at $50.00 each, for total gross proceeds of $400 million. Each 5.750% Unit combines a prepaid stock purchase contract with a senior amortizing note due February 1, 2029, paying quarterly cash installments equivalent to a 5.750% annual rate on the $50 stated amount.

VSE has granted underwriters a 30-day option to buy up to an additional 1,200,000 Units. The company expects net proceeds of about $388 million before expenses and intends to use them, together with a concurrent common stock offering, to fund part of the $1.75 billion cash portion of its planned $2.025 billion acquisition of Precision Aviation Group’s parent. If that acquisition does not close, proceeds may be used for general corporate purposes, including debt repayment.

VSE Corporation entered an underwriting agreement to sell 3,989,362 shares of common stock at $188.00 per share, and the underwriters exercised in full their option to buy an additional 598,404 shares.

The company expects net proceeds of about $830.2 million, to be used together with a concurrent tangible equity unit offering to fund part of the cash consideration for its previously announced acquisition of PAG HoldCo. Until then, funds may be used for general corporate purposes or debt repayment, and if the PAG deal is not completed, the proceeds will be used for general corporate purposes, including potential debt repayment. Executive officers and directors agreed to a 60‑day lock‑up on common stock sales.

VSE Corporation is offering 3,989,362 shares of common stock at $188.00 per share, for gross proceeds of about $750.0 million and estimated net proceeds of about $721.9 million before expenses. Underwriters have a 30‑day option to buy up to 598,404 additional shares at the same price, less discounts.

The company is conducting a concurrent $400.0 million tangible equity unit offering under a separate prospectus supplement. VSE plans to use the stock and unit proceeds, together with about $700 million of new term loan financing, to fund a portion of the $2.025 billion pending acquisition of Precision Aviation Group’s parent, PAG HoldCo. If that acquisition does not close, VSE expects to use proceeds for general corporate purposes, including potential debt repayment.

Preliminary 2025 estimates show full‑year operating income of approximately $84–91 million and estimated Adjusted EBITDA of roughly $176–184 million. VSE highlights integration and execution risks around recent and pending acquisitions and notes that this equity and unit issuance will dilute existing shareholders.

VSE Corporation plans a primary offering of $350,000,000 of tangible equity units, consisting of 7,000,000 Units with a $50 stated amount each. Every Unit combines a prepaid stock purchase contract with a senior amortizing note due February 1, 2029, paying fixed quarterly cash installments.

The number of VSE common shares ultimately delivered per purchase contract will vary with the stock’s market value near settlement, with early settlement, early mandatory settlement and fundamental change features. VSE has applied to list the Units on Nasdaq under the symbol VSECU.

Concurrently, VSE is separately offering $650,000,000 of common stock, with proceeds from both offerings intended to fund part of the $1.75 billion cash portion of its planned $2.025 billion acquisition of Precision Aviation Group’s parent. Additional new debt facilities of up to $1.95 billion are committed to support this transaction. If the PAG deal does not close, net proceeds from these offerings may be used for general corporate purposes, including debt repayment.

VSE Corporation is offering $650,000,000 of common stock, with an additional $97,500,000 available to underwriters through an option. This primary equity sale is part of a broader financing plan tied to VSE’s aviation growth strategy.

Concurrently, VSE is offering $350,000,000 of tangible equity units in a separate deal, each unit combining a prepaid stock purchase contract and a senior amortizing note due February 1, 2029. VSE intends to use net proceeds from both offerings, along with new term loans and cash on hand, to help fund the $2.025 billion pending acquisition of Precision Aviation Group’s parent, which includes $1.75 billion in cash and $275 million in rollover equity plus up to $125 million in contingent earnout payments.

If the PAG acquisition is not completed, VSE plans to use the equity and unit proceeds for general corporate purposes, including potential debt repayment. The company also provides preliminary 2025 results, estimating full‑year Adjusted EBITDA between $176 million and $184 million, and highlights recent portfolio moves such as the $350 million Aero 3 acquisition and the sale of its Fleet and Federal & Defense segments to focus on aviation.

VSE Corporation filed an 8-K to provide detailed financial information related to its planned acquisition of PAG Holdco, the parent of Precision Aviation Group. The filing notes that closing of the PAG Acquisition remains subject to regulatory approvals and other customary closing conditions.

The company furnished audited consolidated financial statements of PAG and its subsidiaries for the years ended December 31, 2024 and 2023, along with related auditor reports, plus additional audited 2023 statements. It also included unaudited PAG interim financial statements and unaudited pro forma condensed combined financial information for VSE and PAG, giving effect to the acquisition.

VSE Corporation entered a stock purchase agreement to acquire PAG HoldCo, parent of Precision Aviation Group, for an up-front purchase price of $2.025 billion, consisting of $1.75 billion in cash and $275 million in newly issued Class B shares. The Seller may receive up to an additional $125 million earnout in cash, VSE common stock, or a mix, if fiscal 2026 profitability targets are met, and closing is conditioned on U.S., Australian and U.K. regulatory approvals.

VSE obtained a Debt Commitment Letter for up to $1.95 billion of new financing and backstop commitments for its existing credit facilities. The Seller will receive exchangeable Class B shares, registration rights for VSE stock, and is subject to staged lock-up periods after closing and any earnout share issuance. For 2025, VSE preliminarily estimates Adjusted EBITDA of approximately $45–$53 million for Q4 and $176–$184 million for the full year, and expects positive full-year free cash flow.

VSE Corp director Ralph E. Eberhart reported receiving 745 shares of common stock on January 2, 2026. The shares were issued at a price of $0.00 per share as part of his annual compensation for serving as a director. Following this grant, he beneficially owns 47,325 shares of VSE Corp common stock in direct ownership.