VSE Corporation Completes Acquisition of Aero 3 to Strengthen Aerospace Capabilities

VSE Corporation Announces the Acquisition of Aero 3

VSE Corporation VSE or the “Company a leading provider of aviation aftermarket distribution and repair services, announced today that it has signed a definitive agreement to acquire GenNx/AeroRepair IntermediateCo Inc., the parent company of Aero 3, Inc. (“Aero 3”), a portfolio company of GenNx360 Capital Partners and a diversified global Maintenance, Repair and Overhaul (MRO) service provider and distributor supporting the commercial wheel and brake aftermarket.

MANAGEMENT COMMENTARY

We are pleased to announce the acquisition of Aero 3, an important step in expanding our global wheel and brake aftermarket capabilities,” said John Cuomo, President and CEO of VSE Corporation. “This acquisition aligns perfectly with our OEM-centric strategy and builds upon the success of our Desser Aerospace acquisition. Aero 3 broadens our MRO, distribution, and proprietary product offerings while extending our global footprint. With the addition of Aero 3’s nine MRO facilities, VSE will now operate twelve strategically located wheel and brake repair facilities across the U.S., Canada, and the U.K., serving commercial, regional, and business & general aviation customers.

The combination of VSE and Aero 3 establishes one of the industry’s most comprehensive global aftermarket platforms focused on aircraft wheels and brakes. Aero 3 is led by a market-leading management team that will remain with the business and help drive continued growth across the VSE Aviation Wheel and Brake Group. Together, our customer- and operations-focused strategy and growth-oriented mindset will allow VSE to capitalize on the expanding global wheel and brake aftermarket.

Joining VSE Aviation represents an important next chapter for Aero 3,” said Daniel Bell, Chief Executive Officer of Aero 3. “Our organization has earned a global reputation for technical expertise, reliability, and trusted partnerships with both OEMs and aircraft operators. Our focus on delivering fully integrated repair solutions aligns seamlessly with VSE’s culture of operational excellence and customer commitment. Together, we will strengthen our capabilities, accelerate our expansion, and continue providing innovative, comprehensive solutions to the global aviation community.

We are proud to see Aero 3 join the VSE Aviation platform and confident they will continue to thrive in this next phase of growth,” added Pratik Rajeevan, Principal at GenNx360 Capital Partners. “Dan and his team have built an exceptional, customer-focused business, and it has been a pleasure partnering with them as we executed on our buy-and-build strategy.

ACQUISITION OVERVIEW

Aero 3 is a global market leader specializing in three complementary business units:

  1. Wheel and Brake MRO Services – Nine strategically located repair and overhaul facilities across the U.S., Canada, and the U.K., providing proximity to key customer operations, proprietary logistics, program management services, and industry-leading turnaround times.
  2. OEM-Aligned Distribution – Authorized distribution of OEM wheel and brake components, expanding VSE’s position as a trusted OEM partner.
  3. Proprietary Solutions – Engineering and production of proprietary, custom-designed repair solutions and manufactured aircraft components, enhancing VSE’s exposure to higher-margin, differentiated proprietary products.

Founded in 1994 and headquartered in Manchester, New Hampshire, Aero 3 employs approximately 280 people, supports more than 750 global customers and completes approximately 50,000 MRO events per year.

STRATEGIC RATIONALE

  • Increases Exposure and Market Leadership in Global Wheel and Brake Aftermarket Services
  • Drives Sales Synergies with Desser Aerospace Acquisition – Builds on the 2023 acquisition of Desser Aerospace, a leader in tire distribution. Combining Desser’s tire expertise with Aero 3’s wheel and brake MRO capabilities creates a unified, nationwide solution for fleet operators. The integrated facility footprint enables stronger support through national programs while seamlessly incorporating tire repair and replacement into wheel and brake aftermarket services.
  • Expands Global MRO Footprint and Capabilities – With Aero 3’s nine facilities, VSE will operate twelve global wheel and brake MRO sites, strategically positioned near major aviation hubs across North America and Europe.
  • Deepens OEM Alignment – Aero 3 supports all major OEMs and enhances VSE’s strategy of being an OEM-aligned partner across aviation services.
  • Strengthens Distribution Capabilities – Adds an authorized OEM distribution business, enabling VSE to offer customers integrated repair and parts solutions.
  • Accelerates Growth of Differentiated, High-Margin Proprietary Solutions – Enhances proprietary product portfolio, engineering and manufacturing capabilities, enabling VSE to deliver higher-value, IP-driven components.
  • Adds Experienced Leadership – The Aero 3 leadership team, led by Daniel Bell, will remain with the business and continue driving growth and operational excellence across VSE’s entire global Wheel and Brake Group.

FINANCIAL HIGHLIGHTS AND TRANSACTION TERMS

  • Total cash consideration of $350 million, subject to working capital adjustments.
  • The transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals and customary closing conditions.
  • Aero 3 generated approximately $120 million of revenue during the trailing twelve-month period ended August 2025 with Adjusted EBITDA margins in excess of 20%.
  • Year to date, on a pro forma basis, the acquisition of Aero 3 enhances VSE’s consolidated adjusted EBITDA margin by more than 50 basis points.
  • The acquisition is expected to be funded by anticipated proceeds from an equity financing and/or borrowings under the Company’s existing credit facility.

ADVISORS

Jones Day served as legal counsel to VSE Corporation.

Harris Williams LLC acted as financial advisor and Winston & Strawn LLP served as legal counsel to GenNx360 Capital Partners and Aero 3, Inc

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