One Equity Partners (OEP) has agreed to acquire Wheeler Fleet Solutions from publicly traded VSE Corporation for up to $230 million. The consideration includes $140 million in cash at closing, a $25 million seller note, and up to $65 million in additional contingent consideration.
Wheeler Fleet Solutions is a distributor of aftermarket parts and a provider of engineering services for medium- and heavy-duty fleets. The company offers a broad range of replacement parts, stockroom management and inventory logistics services, and fleet management software.
Wheeler Fleet ships over 3 million line items annually to 700 managed inventory stockrooms and serves thousands of customers nationwide, including commercial and government fleet operators, delivery services, freight carriers, and municipal transportation fleets.
Founded in 1960 as Wheeler Bros., the company is currently led by President Chris Wheeler. It employs more than 300 people and is headquartered southeast of Pittsburgh in Somerset, Pennsylvania, with distribution centers in Pennsylvania, Mississippi, and Texas.
“The Wheeler team looks forward to working with One Equity Partners and executing on our shared vision for Wheeler as an independent business,” said Mr. Wheeler.
“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, a partner at One Equity Partners. “We are committed to building on Wheeler Fleet Solutions’ strong employee and customer-centric culture, while driving continued development and growth.”
VSE Corporation (NASDAQ: VSEC) is a provider of aftermarket distribution and repair services, operating through two segments: aviation and the soon-to-be-divested fleet segment. The aviation segment offers aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services for aircraft components and engine accessories. Founded in 1959, VSE is headquartered near Miami in Miramar, Florida.
In December 2024, VSE acquired Kellstrom Aerospace Group—a distributor of aerospace engine OEM parts, repair management, fleet provisioning, and supply chain management—from AE Industrial Partners at an enterprise valuation of $200 million, consisting of $185 million in cash and $15 million in VSE stock. AE Industrial had acquired Kellstrom in April 2015.
“The sale of our fleet business is the final step in our strategic portfolio transformation, further simplifying and focusing our company, and strengthening our global leadership position as an aviation aftermarket parts and services provider,” said John Cuomo, the president and CEO of VSE.
One Equity Partners is a middle-market private equity firm focused on the industrial, healthcare, and technology sectors in North America and Europe. Its typical equity investments range from $30 million to $300 million.
In April 2022, OEP closed its latest fund, One Equity Partners VIII LP, with committed capital of $2.75 billion. The fund was oversubscribed and closed above its increased hard cap. OEP, which has offices in New York, Chicago, Frankfurt, and Amsterdam, spun out of JP Morgan in 2015 and has completed more than 300 transactions globally since its founding in 2001.
“OEP is excited to partner with the Wheeler Fleet Solutions team as we enter this exciting new chapter together. North America’s truck fleet industry continues to experience steady demand for parts and services, driven by technological advancements and evolving customer needs. With a 65-year legacy of delivering industry-leading quality and service, Wheeler Fleet Solutions is well positioned to accelerate its growth and success as an independent company,” concluded Ori Birnboim, a partner at OEP.
Jefferies served as the financial advisor to VSE Corporation on this transaction.
The acquisition of Wheeler Fleet is expected to close in the second quarter of 2025.
© 2025 Private Equity Professional | February 21, 2025
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