VSE Corporation to Acquire Precision Aviation Group for Approximately $2.025 Billion
VSE Corporation announced that it has entered into a definitive agreement to acquire Precision Aviation Group, a portfolio company of GenNx360 Capital Partners, for total upfront consideration of approximately $2.025B in cash and equity. Founded in 1996 and headquartered in Atlanta, Georgia, PAG is a global provider of aviation maintenance, repair, and overhaul services, distribution, and supply chain solutions serving commercial, business and general aviation, 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 $615M of adjusted revenue for the fiscal year ended December 31, 2025. Under the terms of the definitive agreement, VSE will acquire PAG for total upfront consideration of approximately $2.025B, subject to customary working capital adjustments, consisting of $1.75B in cash and approximately $275M 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 $125M in additional contingent earnout consideration, payable in cash or equity consideration at VSE's sole discretion, based on PAG's 2026 adjusted EBITDA 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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