Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On October 5, 2026, IES Holdings, Inc., a Delaware corporation (“IES” or the “Company”) entered into Amendment No. 2 to Fourth Amended and Restated Credit Agreement and Amendment No.…
Filed Oct 6, 2026Accepted Oct 6, 2026, 4:00 PM EDTCIK 1048268Accession 0001493152-26-045939
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
October 5, 2026, IES Holdings, Inc., a Delaware corporation (“IES” or the “Company”) entered into Amendment
No. 2 to Fourth Amended and Restated Credit Agreement and Amendment No. 1 to Amended and Restated Guaranty and Security Agreement
(the “Amendment”), which amends the Fourth Amended and Restated Credit Agreement dated January 21, 2025 (as previously
amended, the “Credit Agreement”) by and among the Company and each of the other borrowers and guarantors named therein
with Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, BOKF, NA d/b/a Bank of
Texas, Zions Bancorporation, N.A. d/b/a Amegy Bank, and Texas Capital Bank as co-documentation agents, Wells Fargo Securities LLC,
Fifth Third Bank, National Association, The Huntington National Bank, PNC Capital Markets, LLC, as joint lead arrangers and joint
bookrunners and other financial institutions party thereto as lenders.
Pursuant
to the Amendment, (i) the Company’s borrowing capacity increased to $700 million of which $200 million is in the form of a term
loan facility and $500 million is in the form of a revolving credit facility, and (ii) the subsidiaries acquired pursuant to the Transactions
(as defined below) were joined as guarantors to the Credit Agreement.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
October 5, 2026, IES announced that its wholly owned subsidiary, IES OpCo
Holdings, Inc. (“OpCo”), completed its previously announced acquisition of approximately 91.21% of the issued and
outstanding shares of common stock (the “Transferred Shares”) of DBM Global, Inc., a Delaware corporation (the “Target”),
in exchange for the Stock Consideration and Seller Cash Consideration (each as defined in the Transaction Agreement (defined below))
(the “Acquisition”). Immediately following the Acquisition, IES Merger Sub, Inc. (“Merger Sub”), a Delaware corporation
and wholly owned subsidiary of OpCo, merged with and into the Target pursuant to Section 253 of the Delaware General Corporation Law,
with the Target surviving as a wholly owned indirect subsidiary of IES through OpCo (the “Merger,” and together with the
Acquisition, the “Transactions”).
The
Transactions were completed on the terms set forth in that certain Transaction Agreement dated as of August 7, 2026 (the “Transaction
Agreement”) by and among IES, Merger Sub, INNOVATE Corp., a Delaware corporation (“INNOVATE”), and DBM Global Intermediate
Holdco Inc., a Delaware corporation.
Total
consideration of approximately $691 million (the “Purchase Price”) consisted of approximately $545 million in cash and 430,974
shares of IES common stock (as adjusted for IES’s two-for-one stock split effected on August 21, 2026) valued at approximately
$146 million based on the closing price of IES common stock on October 2, 2026, subject to customary net working capital and other post-closing
adjustments. The cash consideration includes a $35 million payment to INNOVATE in respect of the estimated cost to INNOVATE of participating
in a joint election under Section 338(h)(10) of the Internal Revenue Code. IES funded the cash consideration with cash on hand and $525
million of borrowings under the
Credit Agreement, as amended by the
Amendment described in Item 1.01.
The
foregoing descriptions of the Transactions and the Transaction Agreement do not purport to be complete and are qualified in their entirety
by reference to the Transaction Agreement which was filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August
11, 2026, incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
October 5, 2026, IES issued a press release announcing the closing of the Transactions as described above under Item 2.01. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit
99.1
IES
Holdings Completes Acquisition of DBM Global
Transaction
Establishes New Structural Line of Business, Adding One of the Largest Independent Structural Steel Fabrication and Erection Platforms
in the U.S.
HOUSTON,
Oct. 05, 2026 (GLOBE NEWSWIRE) - IES
Holdings, Inc. (“IES”) (NASDAQ: IESC) today announced the closing of its previously announced acquisition of DBM Global Inc.
(“DBM Global”), a vertically integrated structural steel fabrication, erection and industrial construction and engineering
services platform, for total consideration of approximately $691 million, consisting of cash and shares of IES common stock. IES acquired
100% of the common stock of DBM Global, including the approximately 91.2% interest held by INNOVATE Corp. (“INNOVATE”) (NYSE:
VATE) and the remaining interests held by other DBM Global stockholders. Effective today, DBM Global will operate as IES’s new
Structural line of business alongside IES’s existing Communications, Residential, Infrastructure Solutions, and Commercial &
Industrial segments. DBM Global generated revenue of approximately $1.5 billion for the twelve months ended June 30, 2026.
“Today
we welcome DBM Global’s approximate…