IES Holdings To Acquire DBM Global From INNOVATE For Cash And Stock Consideration Valued At $650M

INNOVATE CORP. (NYSE:VATE) ("INNOVATE") announced today that it has entered into a Transaction Agreement (the "Agreement") pursuant to which IES Holdings, Inc. (NASDAQ:IESC) ("IES") will acquire DBM Global, Inc. ("DBMG") for cash and stock consideration valued at $650 million (the "Transaction"). INNOVATE, through DBM Global Intermediate Holdco Inc., currently owns approximately 91.21% of the outstanding common stock of DBMG.

Transaction Overview

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).