VSE Corporation (NASDAQ: VSEC; “VSE”, or the “Company”), a leading provider of aftermarket distribution and maintenance, repair and overhaul (“MRO”) services for air, land and sea transportation assets for commercial and government markets, announced today that it has priced its previously announced underwritten public offering of 2,475,000 shares of its common stock at a price to the public of $48.50 per share. VSE has also granted the underwriters a 30-day option to purchase up to an additional 371,250 shares of common stock. The offering is expected to close on July 24, 2023, subject to the satisfaction of customary closing conditions.

Net proceeds from the offering are expected to be approximately $112.7 million after deducting estimated underwriting discounts and commissions and before estimated offering expenses. VSE expects to use substantially all of the net proceeds from this offering to repay outstanding borrowings under its revolving credit facility and any remaining amounts for general corporate purposes.

RBC Capital Markets, LLC and William Blair & Company, L.L.C. are acting as joint book-running managers for the offering. Truist Securities, Inc. is also serving as a bookrunner for the offering. B. Riley Securities, Inc. is serving as co-manager for the offering.

A shelf registration statement relating to the securities being offered has been filed with the Securities and Exchange Commission (the “SEC”) and has been declared effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offering is being made only by means of a preliminary prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available free of charge on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to this offering of securities may also be obtained from RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, by telephone at (877) 822-4089 or by email at equityprospectus@rbccm.com or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800) 621-0687 or by email at prospectus@williamblair.com.

ABOUT VSE CORPORATION

VSE is a leading provider of aftermarket distribution and repair services for air, land and sea transportation assets for commercial and government markets. Core services include MRO services, parts distribution, supply chain management and logistics, engineering support, and consulting and training services for global commercial, federal, military and defense customers. VSE also provides information technology and energy consulting services. For additional information regarding VSE’s services and products, visit www.vsecorp.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.

“Forward-looking” statements, as such term is defined by the SEC in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our expectations regarding the offering of common stock, including the expected timing of the closing and use of proceeds, our expectation that we will complete the proposed offering, our operations, economic performance, financial condition, the impact of widespread health developments, the health and economic impact thereof and the governmental, commercial, consumer and other responses thereto, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.

These statements speak only as of the date of this press release and we undertake no ongoing obligation, other than that imposed by law, to update these statements. These statements relate to, among other things, our intent, belief or current expectations with respect to: our future financial condition, results of operations or prospects; our business and growth strategies; and our financing plans and forecasts. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation:

• risks related to the loss of or disruption of revenue from certain large government programs that may constitute a material portion of our revenue;
• our ability to successfully divest businesses planned for divestiture, including the pending sale of our Federal and Defense segment to Bernhard Capital Partners, and to realize the anticipated benefits of such divestitures, including related business realignment activities and the execution of new business strategies;
• our ability to successfully integrate acquired businesses, including our acquisition of Desser-Graham Partnership, L.P., and to execute our acquisition strategy;
• our inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals related to acquisitions and divestitures;
• risks related to increasing competition for new and existing programs and the ability for unsuccessful bidders to protest contract awards that we may be awarded, which may result in delays or a reversal of a contract award;
• risks related to the performance of the aviation aftermarket, which may be impacted by macroeconomic cycles for the broader aviation industry;
• global economic and political conditions, including foreign conflicts and their residual effects;
• the impact of the global outbreak of the COVID-19 pandemic and governmental and other actions taken in response;
• prolonged periods of inflation and our ability to mitigate the impact thereof;
• our dependence on third-party package delivery companies;
• risks related to our handling of proprietary or classified information as well as risks related to technology security and cyber-attacks on our operations;
• risks related to the uncertainty of government budget priorities and changes to government procurement directives;
• risks related to changes to United States Department of Defense business practices;
• risks related to compliance with laws and regulations relating to the award, administration and performance of government contracts, including routine audits and investigations of our performance under such government contracts;
• risks related to our outstanding indebtedness and our ability to access cost-effective sources of fundings; and
• the other factors identified in our reports filed or expected to be filed with the SEC including our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

You are advised, however, to consult any further disclosures we make on related subjects in our periodic reports on Forms 10-K, 10-Q or 8-K filed with or furnished to the SEC.

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