VSE Corporation (NASDAQ: VSEC) announced today that it has signed a definitive agreement to acquire four business units from Killick Aerospace Group, consisting of Prime Turbines (including both U.S. and Germany-based operations), CT Aerospace, Kansas Aviation and Air Parts & Supply Co. The companies to be acquired specialize in maintenance, repair and overhaul (MRO) services and parts supply for corporate and regional jet aircraft engines and engine accessories.
The initial purchase price payable upon the closing is approximately $184 million in cash. The purchase agreement also includes potential post-closing payments of up to $40 million if CT Aerospace, Kansas Aviation and Air Parts & Supply Co. surpass certain thresholds of earnings before interest, taxes, depreciation and amortization (“EBITDA”) during the first two years after the closing and one additional post closing payment of $5 million if such companies surpass a certain EBITDA threshold during any 12-consecutive month period in 2014 and 2015. Other purchase price adjustments also may be required based on certain post-closing determinations, including in respect of the closing net working capital and certain inventory and equipment.
The four business units combined sales and income before taxes are estimated to be approximately $111 million and $22 million, respectively, for the year ending December 31, 2014. Such estimated results are not necessarily indicative of future financial performance and the actual results of the four business units for 2014 may differ from the estimated results. The four business units have approximately 185 employees.
“This acquisition significantly enhances our sustainment competencies, consisting of supply chain management and MRO,” said VSE CEO and President, Maurice “Mo” Gauthier. “It broadens and diversifies our client base while concurrently expanding our product and service offerings for existing clients. Similar to our acquisition of Wheeler Bros., Inc. a few years ago, the addition of these aviation groups is in line with our long-term diversification strategy and the transformational pivot we are making into broader offerings and markets. We are focused on expanding our sustainment competencies to extend the service life of mission critical equipment, vehicles, ships and aircraft in government and commercial sectors.”
A summary of each of the four Killick business units is provided below:
"We look forward to bringing our quality solutions and capabilities and our team of customer oriented professionals to VSE,” said Paul Goffredi, COO of Killick Aerospace Group. “Sharing a similar culture and focus of helping our respective clients to extend the life for their aging, but valuable transportation assets, we believe the acquisition will be beneficial to both companies. VSE offers us the opportunity to penetrate new government and international markets and to expand our capabilities, while our aviation support companies will provide VSE greater diversity to their supply chain management and MRO product and service offerings.”
VSE received legal advice for the acquisition from Arent Fox LLP, Washington, D.C. The Killick Aerospace Group was advised by Wells Fargo Securities, LLC (financial advisor) as well as Dentons USA LLP and Osler, Hoskin & Harcourt LLP (legal advisors).
Source: VSE Corporation
Date: Dec 31, 2014