VSE Corporation Prices Public Offering of Common Stock

VSE Corporation (“VSE” or the “Company”) (NASDAQ: VSEC), a leading provider of aftermarket distribution and repair services, announced today that it has priced its previously announced underwritten public offering of 2,112,676 shares of its common stock at a price to the public of $71.00 per share. VSE has also granted the underwriters a 30-day option to purchase up to an additional 316,901 shares of common stock. The offering is expected to close on May 17, 2024, subject to the satisfaction of customary closing conditions.

Net proceeds from the offering are expected to be approximately $141.0 million after deducting 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 loan facility, including borrowings to fund its acquisition of Turbine Controls, Inc., to support potential future strategic acquisitions and for general corporate purposes.

Jefferies, RBC Capital Markets and William Blair are acting as joint lead book-running managers for the offering. Stifel and Truist are also serving as joint book-running managers for the offering. B. Riley and Benchmark are serving as co-managers 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. 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. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and may also be obtained, when available, from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, New York 10022, by telephone at (877) 821-7388 or by email at Prospectus_Department@Jefferies.com, from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Equity Capital Markets, Facsimile: (212) 428-6260 or from 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.

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.

ABOUT VSE CORPORATION

VSE is a leading provider of aftermarket distribution and repair services. Operating through its two key segments, VSE significantly enhances the productivity and longevity of its customers' high-value, business-critical assets. The Aviation segment is a leading provider of aftermarket parts distribution and maintenance, repair, and overhaul services for components and engine accessories to commercial, business, and general aviation operators. The Fleet segment specializes in part distribution, engineering solutions, and supply chain management services catered to the medium and heavy-duty fleet market. For more detailed information, please visit VSE's website at 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:

• supply chain delays and disruptions;
• risks related to our work on large government programs;
• our ability to successfully integrate and realize the anticipated benefits of recently acquired businesses, including the recently-acquired Turbine Controls, Inc. business;
• our ability to successfully divest businesses, including our Federal and Defense segment, and to transition facilities in connection therewith;
• risks related to future business conditions resulting in impairments;
• risks related to the intense competition in our industry;
• risks related to the performance of the aviation aftermarket;
• global economic and political conditions;
• prolonged periods of inflation and our ability to mitigate the impact thereof;
• challenges related to workforce management or any failure to attract or retain a skilled workforce;
• our dependence on third-party package delivery companies;
• our compliance with government rules and regulations, including environmental and pollution risk;
• risks related to technology security and cyber-attacks;
• risks related to our outstanding indebtedness;
• risks related to market volatility in the debt and equity capital markets; 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, 2023 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024.

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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