VSE Corporation To Sell Fleet Segment In $230 Million Deal

By Amit Chowdhry • Mar 1, 2025

VSE, a leading provider of aftermarket distribution and repair services, announced that the company has entered into a definitive agreement to sell its Fleet business segment, Wheeler Fleet Solutions, to One Equity Partners (OEP) for up to $230 million in total consideration.

VSE’s Fleet segment (Wheeler Fleet Solutions) is a leading part distributor and engineering solutions provider servicing the medium and heavy-duty fleet market. And Wheeler Fleet Solutions offers exceptional value to its customers by combining world-class customer service, parts expertise, proprietary IT solutions, and a complete line of medium and heavy-duty replacement parts.

VSE entered into a definitive agreement to sell its Fleet Segment to OEP for a total consideration of up to $230 million, comprising a $140 million cash payment at closing, a $25 million seller note, and up to $65 million in additional contingent earnout consideration. The deal is expected to close in the second quarter of 2025, subject to customary closing conditions.

Jones Day served as legal counsel to VSE Corporation regarding the Fleet segment sale, and Jefferies acted as its exclusive financial advisor.

KEY QUOTES:

“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. This divestiture reaffirms our commitment to simplify our business and go-to-market strategy and solidifies our position as a leading provider of Aviation aftermarket distribution and repair services.”

“I am deeply appreciative and proud of our Wheeler Fleet Solutions team. Five years ago, we embarked on an ambitious customer diversification and transformation strategy focused on growing commercial and e-commerce business, while continuing to serve our long-standing customer, the United States Postal Service. During this time, we successfully diversified and grew the customer base and expanded product offerings, all while delivering industry leading service. The OEP team will provide a great home and support for this outstanding team and the next phase of this story.”

  • John Cuomo, President and CEO of VSE Corporation

“OEP is excited to partner with the Wheeler Fleet Solutions team as we enter this exciting new chapter together. 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. 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,” added Steve Lunau, Partner at OEP. “We are committed to building on Wheeler Fleet Solution’s strong employee and customer centric culture, while driving continued development and growth.”

  • Ori Birnboim, Partner at OEP