공고 • 9h
IES Holdings, Inc. (NasdaqGM:IESC) entered into a Transaction Agreement to acquire DBM Global Inc. (OTCPK:DBMG) from DBM Global Intermediate Holdco Inc. and others for approximately $670 million.
IES Holdings, Inc. (NasdaqGM:IESC) entered into a Transaction Agreement to acquire DBM Global Inc. (OTCPK:DBMG) from DBM Global Intermediate Holdco Inc. and others for approximately $670 million on August 7, 2026. Under the terms of the Agreement, IES will acquire 100% of the outstanding shares of DBMG common stock, including approximately 91.21% currently held by INNOVATE (through DBM Global Intermediate Holdco Inc.) and the remaining approximately 8.79% held by other DBMG stockholders for aggregate base purchase price valued at $650 million, subject to customary adjustments at closing. Consideration payable to INNOVATE and DBM Global Intermediate Holdco Inc. (together, “Seller”) will consist of Seller’s approximately 91.21% pro rata share of the $650 million base purchase price, which is subject to customary adjustments for cash, working capital, indebtedness and transaction expenses of DBMG and certain additional adjustments as set forth in the Agreement, to be finalized following delivery of a post-closing statement and, if necessary, resolution of any disputes through an independent accounting firm. As a result, Seller will receive (subject to adjustment): Seller’s portion of the $510 million cash consideration, or approximately $453 million after giving effect to Seller’s receipt of 100% of the IES common stock issuable as part of the total consideration; and 215,487 shares of IES common stock, which represents $140 million (as of the signing date of the Agreement, based on the stock price set forth in the Agreement). Each of the other DBMG stockholders will be entitled to receive its pro rata share of the base purchase price, subject to customary adjustments, entirely in cash.
The closing of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any order enjoining, restraining or otherwise preventing the consummation the Acquisition, (iii) the clearance by the SEC of the information statement (the “Parent Information Statement”) to be filed by the Company at least 20 days prior to the closing date, (iv) the accuracy of the representations and warranties made by Seller and Buyer, subject to certain specified materiality standards and certain exceptions, (v) performance by Seller and Buyer of their respective covenants and agreements under the Transaction Agreement in all material respects, (vi) the absence of any Material Adverse Effect (as defined in the Transaction Agreement) since July 4, 2026 and (vii) the receipt by Buyer of duly executed copies of employment agreements with certain DBMG employees entered into concurrently with the Transaction Agreement, each of which shall not have been terminated by the employees party thereto prior to August 28, 2026. The Transaction has been unanimously approved by IES Holdings, Inc. Board and INNOVATE board, and NNOVATE shareholders and is subject to customary closing conditions, including regulatory approvals. The parties currently expect the Transaction to close in the quarter ending December 31, 2026, subject to the satisfaction of such conditions. INNOVATE intends to use all net proceeds from the Transaction to reduce its outstanding debt.
Charles Allen and Sean O'Neil of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for INNOVATE Corp. Jefferies LLC acted as financial advisor for INNOVATE Corp. Brian Fenske of Fulbright & Jaworski, LLP acted as legal advisor for IES Holdings, Inc. Computershare, Inc. acted as transfer agent for IES Holdings, Inc.