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IES Holdings acquires DBM Global from INNOVATE Corp. in approximately US$650 million transaction

IES Holdings, Inc. ("IES") (NASDAQ: IESC), a Houston-based provider of electrical, technology and infrastructure services, has entered into a definitive Transaction Agreement to acquire DBM Global Inc. ("DBM Global" or "DBMG"), a vertically integrated structural steel fabrication and erection platform, from INNOVATE Corp. ("INNOVATE") (NYSE: VATE). Under the agreement, IES will first acquire INNOVATE's approximately 91.21% interest in DBM Global (held through DBM Global Intermediate Holdco Inc.), followed immediately by a short-form merger under which IES acquires the remaining minority shares in DBMG. Remaining minority stockholders will be cashed out entirely in cash, and phantom stock awards will vest and convert into cash consideration. Aggregate consideration, including minority interests, is approximately $650 million, and total consideration including additional adjustments is approximately $685 million, comprised of roughly $545 million in cash and roughly $140 million in IES common stock. The cash component includes a $35 million payment to INNOVATE tied to a joint Section 338(h)(10) tax election. IES expects to fund the cash portion through cash on hand and borrowings under an expanded credit facility arranged by Wells Fargo. The transaction was approved by INNOVATE's board and is expected to close in the quarter ending December 31, 2026, subject to customary closing conditions including regulatory approvals. Norton Rose Fulbright advised IES; Cleary Gottlieb Steen & Hamilton LLP advised INNOVATE, with Jefferies acting as INNOVATE's financial adviser.

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