One Equity Partners Agrees to Acquire Wheeler Fleet Solutions

Divestiture Completes Seller’s Strategic Portfolio Transformation

One Equity Partners (“OEP”), a middle market private equity firm, today announced it has agreed to acquire Wheeler Fleet Solutions (“Wheeler” or “the Company,”), a leading aftermarket parts distribution company, from VSE Corporation (“VSE”) (NASDAQ: VSEC), a leading provider of aerospace aftermarket distribution and repair services.

Founded in 1960 and headquartered in Somerset, Pa., Wheeler Fleet Solutions is a leading parts distributor and engineering solutions provider servicing the medium and heavy-duty fleet market. Wheeler provides 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. The Company employs approximately 385 people across three primary distribution centers in Pennsylvania, Mississippi and Texas.

“The acquisition of Wheeler Fleet Solutions is the latest example of OEP’s ability to identify valuable industrial service assets from large corporations looking to streamline their operations through divestitures,” said Steve Lunau, Partner at One Equity Partners. “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. We are committed to building on Wheeler Fleet Solution’s strong employee and customer centric culture, while driving continued development and growth.”

“The Wheeler team looks forward to working with One Equity Partners and executing on our shared vision for Wheeler as an independent business,” said Chris Wheeler, President of Wheeler Fleet Solutions. “OEP has expertise on scaling industrial aftermarket distribution businesses and holds a deep understanding of the specific trends at play within our sector.”

“We are excited to partner with Chris and his team for the next chapter of the Wheeler Fleet Solutions story. Truck fleets in North America are witnessing unprecedented levels of advancement and growing needs for parts and services. Wheeler, with 65 years of reputation for industry leading quality customer service, is well positioned to accelerate into its next phase of growth and development as a standalone enterprise,” said Ori Birnboim, Partner, One Equity Partners.

“OEP has a proven track record of successfully navigating the complexities of corporate carve-outs and scaling industrial services businesses,” said John Cuomo, President and CEO of VSE Corporation. “I am confident that the Wheeler Fleet Solutions business and team will thrive under OEP’s leadership, benefiting from their strong culture and strategic vision. I am deeply grateful to the Wheeler team for their dedication and contributions, and I look forward to seeing the continued success they will achieve together with OEP.”

Moelis & Company LLC acted as exclusive financial advisor and Davis Polk & Wardwell LLP served as legal counsel to One Equity Partners. Jefferies, LLC acted as exclusive financial advisor to VSE Corporation.

About One Equity Partners

One Equity Partners (“OEP”) is a middle market private equity firm focused on the industrial, healthcare, and technology sectors in North America and Europe. The firm seeks to build market-leading companies by identifying and executing transformative business combinations. OEP is a trusted partner with a differentiated investment process, a broad and senior team, and an established track record generating long-term value for its partners. Since 2001, the firm has completed more than 400 transactions worldwide. OEP, founded in 2001, spun out of JP Morgan in 2015. The firm has offices in New York, Chicago, Frankfurt and Amsterdam. For more information, please visit www.oneequity.com.

About Wheeler Fleet Solutions

Wheeler Fleet Solutions (“Wheeler”) began as Wheeler Bros. in 1960 as a small engine repair shop in Somerset, Pennsylvania. From those roots, the company has grown into a fleet-focused parts distribution and services company with over 300 employees. Wheeler Fleet Solutions ships over three million line items yearly to 700 managed inventory stock rooms and thousands of B2B customers across the United States. Wheeler offers a huge selection of parts as well as stockroom and inventory management services, fleet management software and curated custom-engineered service parts. Whether you're delivering mail, food or freight, Wheeler has a solution for you. Learn more at www.wheelerfleet.com.

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