<div><div></div><div>VSE completed the acquisition of PAG for $2.025 billion and executed several related agreements to support the transaction and future equity management. The company entered a credit agreement amendment adding a $900 million term loan B maturing in 2033 and upsizing the revolver to $500 million maturing in 2030, with proceeds used to fund the purchase and refinance debt. VSE also put in place an exchange and redemption agreement, registration rights, and lock-ups covering closing and potential earnout shares held by the seller, aligning interests and supporting orderly trading.Agreement 1: VSE Closes $2.025 Billion PAG Deal; Adds $900 Million Term Loan B, Upsizes Revolver<ul><li>Agreement type: First amendment to senior secured credit agreement; $900M term loan B and $500M revolver</li><li>Counterparty: Citizens Bank, Royal Bank of Canada and other lenders</li><li>Signed / Effective: May 05 2026 / May 05 2026</li><li>Duration / Termination: Revolver to May 02 2030; Term loan to May 05 2033</li><li>Reason: Finance PAG acquisition and refinance debt</li></ul>Agreement 2: VSE Executes Exchange and Redemption Agreement With GenNx360 for PAG Equity Rollover<ul><li>Agreement type: Exchange and redemption agreement enabling exchange of rollover shares for VSE common stock</li><li>Counterparty: VSE Mach HoldCo Acquisition and GenNx360 PAG Buyer</li><li>Signed / Effective: May 05 2026 / May 05 2026</li><li>Duration / Termination: At will</li><li>Reason: Facilitate equity rollover and align interests</li></ul>Agreement 3: VSE Grants Registration Rights to GenNx360 for Shares Issued in PAG Deal<ul><li>Agreement type: Registration rights agreement for seller-held VSE equity</li><li>Counterparty: GenNx360 PAG Buyer</li><li>Signed / Effective: May 05 2026 / May 05 2026</li><li>Duration / Termination: At will</li><li>Reason: Support future liquidity for rollover equity</li></ul>Agreement 4: VSE Implements Lock-Up on Closing Shares Issued to GenNx360<ul><li>Agreement type: Lock-up agreement on closing consideration shares</li><li>Counterparty: GenNx360 PAG Buyer</li><li>Signed / Effective: May 05 2026 / May 05 2026</li><li>Duration / Termination: N/A</li><li>Reason: Promote post-close trading stability</li></ul>Agreement 5: VSE Sets Lock-Up for Potential Earnout Shares Tied to PAG Performance<ul><li>Agreement type: Lock-up agreement on potential earnout shares</li><li>Counterparty: GenNx360 PAG Buyer</li><li>Signed / Effective: May 05 2026 / May 05 2026</li><li>Duration / Termination: N/A</li><li>Reason: Align incentives and manage potential share supply</li></ul>Original SEC Filing: VSE CORP [ VSEC ] - 8-K - May. 07, 2026<section>Disclaimer<div>This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.</div></section></div></div>

VSEC

VSE has completed the acquisition of PAG for $2.025 billion, supported by a $900 million term loan B and an upsized $500 million revolver. The financing aims to fund the acquisition and refinance existing debt. Additional agreements include an exchange and redemption agreement for equity rollover, registration rights for shares, and lock-ups to ensure trading stability and align interests. The credit agreement is effective from May 5, 2026, with the term loan maturing in 2033 and the revolver in 2030.

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CITIZENS FINANCIAL GROUP INC DEP SHS REPSTG 1/40TH PERP PFD SER H

VSE Closes $2.025 Billion PAG Deal; Adds $900 Million Term Loan B, Upsizes Revolver