[8-K] IES Holdings, Inc. Reports Material Event
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Filing Explained
The acquisition is complete, while the acquired-business financial statements and pro forma information remain for a later amendment.
IES Holdings completed its acquisition of DBM Global on
The amendment increased borrowing capacity to
The release reports DBM revenue of approximately
IES says it will file the acquired-business financial statements and pro forma information by amendment, no later than 71 days after the date this report was required to be filed.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported):
(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s
telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) | |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 2.01 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 7.01 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.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by this item will be filed with the SEC by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed with the SEC by amendment as soon as practicable, but not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit Number |
Description | |
| 2.1†- | Transaction Agreement, dated August 7, 2026 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on August 11, 2026). | |
| 10.1*- | Amendment No. 2 to Fourth Amended and Restated Credit Agreement and Amendment No. 1 to Amended and Restated Guaranty and Security Agreement, dated October 5, 2026, by and among IES Holdings, Inc., 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 (filed herewith). | |
| 99.1*- | Press Release, dated October 5, 2026. | |
| 104 - | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Furnished with this Current Report.
† Certain exhibits, schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IES HOLDINGS, INC. | ||
| Date: October 6, 2026 | By: | /s/ Mary K. Newman |
| Name: | Mary K. Newman | |
| Title: | Senior Vice President, Chief Administrative Officer and General Counsel | |
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.
“Today
we welcome DBM Global’s approximately
“DBM Global is a premier business with an outstanding team and substantial long-term growth potential, and we believe it will be an excellent addition to IES’s portfolio of businesses,” said Jeff Gendell, Executive Chairman of IES. “As our largest acquisition to date, we were deliberate in how we financed the transaction, with a focus on maintaining our strong balance sheet by using a combination of cash, borrowings and IES equity. We expect substantial cash flow from both IES and DBM Global will allow us to rapidly repay acquisition-related borrowings while continuing to reinvest in our businesses and pursue additional opportunities.”
Rustin
Roach, President and Chief Executive Officer of DBM Global, added, “Joining IES marks an exciting next chapter for our businesses
and our people. IES’s long-term ownership approach and financial strength will allow us to accelerate investment in our operations
while continuing to deliver for our customers, many of
Total
consideration of approximately $691 million 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
Headquartered in Phoenix, Arizona, DBM Global operates through a family of established brands, including Schuff Steel, Banker Steel, GrayWolf, DBM Vircon and Aitken, with more than 2 million square feet of fabrication and operating facilities across the United States. DBM Global provides structural steel fabrication, erection and industrial construction and engineering services across commercial, industrial, data center, stadium and infrastructure end markets and has supplied structural steel and erection services to many of the country’s most recognizable projects.
About IES Holdings, Inc.
IES designs and installs integrated electrical and technology systems, provides infrastructure solutions and services, and delivers structural steel engineering, fabrication and erection to a variety of end markets, including data centers, residential housing, and commercial, industrial and infrastructure facilities. Our more than 16,000 employees serve clients primarily in the United States. For more information about IES, please visit www.ies-co.com.
Company Contact:
Tracy McLauchlin, Chief Financial Officer
IES Holdings, Inc.
(713) 860-1500
Investor Relations Contact:
Robert Winters
Alpha IR Group
(312) 445-2870
IESC@alpha-ir.com
Certain statements in this release may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, all of which are based upon various estimates and assumptions that IES believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause IES’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to, a general reduction in the demand for our products or services; changes in general economic conditions, including supply chain constraints, high rates of inflation, changes in consumer sentiment, elevated interest rates, and market disruptions resulting from a number of factors, including geo-political events; competition in the industries in which we operate, which could result in the loss of one or more customers or lead to lower margins on new projects; the use of estimates in placing bids on fixed price contracts, variations from estimated contract costs and our ability to successfully manage and execute projects, the cost and availability of qualified labor and the ability to maintain positive labor relations, and our ability to pass along increases in the cost of commodities used in our business; our ability to enter into, and the terms of, future contracts; the existence of a small number of customers from whom we derive a meaningful portion of our revenues; reliance on third parties, including subcontractors and suppliers, to complete our projects; the inability to carry out plans and strategies as expected, including the inability to identify and complete acquisitions that meet our investment criteria, or the subsequent underperformance of those acquisitions; challenges integrating new businesses into IES or new types of work, products or processes into our segments; backlog that may not be realized or may not result in profits; failure to adequately recover on contract change orders or claims against customers; closures or sales of our facilities resulting in significant future charges or a significant disruption of our operations; the impact of future epidemics or pandemics on our business; an increased cost of surety bonds affecting margins on work and the potential for our surety providers to refuse bonding or require additional collateral at their discretion; the impact of seasonality, adverse weather conditions, and climate change; fluctuations in operating activity due to factors such as cyclicality, downturns in levels of construction or the housing market, and differing regional economic conditions; difficulties in managing our billings and collections; accidents resulting from the physical hazards associated with our work and the potential for accidents; the possibility that our current insurance coverage may not be adequate or that we may not be able to obtain policies at acceptable rates; the effect of litigation, claims and contingencies, including warranty losses, damages or other latent defect claims in excess of our existing reserves and accruals; costs and liabilities under existing or potential future laws and regulations, including those laws and regulations related to the environment and climate change, as well as the inability to transfer, renew and obtain electrical and other professional licenses; interruptions to our information systems and cyber security or data breaches; expenditures to conduct environmental remediation activities required by certain environmental laws and regulations; loss of key personnel, ineffective transition of new management, or general labor constraints; credit and capital market conditions, including changes in interest rates that affect the cost of construction financing and mortgages, and the inability of some of our customers to obtain sufficient financing at acceptable rates, which could lead to project delays or cancellations; limitations on our ability to access capital markets and generate cash from operations to fund our capital needs; the impact on our effective tax rate or cash paid for taxes from changes in tax positions we have taken or changes in tax laws; difficulty in fulfilling the covenant terms of our revolving credit facility, which could result in a default and acceleration of any indebtedness under such revolving credit facility; reliance on certain estimates and assumptions that may differ from actual results in the preparation of our financial statements and the impacts of new accounting, control and operating procedures resulting from new accounting pronouncements; uncertainties inherent in the use of percentage-of-completion accounting, which could result in the reduction or elimination of previously recorded revenues and profits; the recognition of potential goodwill, long-lived assets and other investment impairments; the existence of a controlling shareholder, who has the ability to take action not aligned with other shareholders or to dispose of all or a significant portion of the shares of our common stock it holds, which may trigger certain change of control provisions in a number of our material agreements; the relatively low trading volume of our common stock, which could increase the volatility of our stock price and could make it more difficult for shareholders to sell a substantial number of shares for the same price at which shareholders could sell a smaller number of shares; the possibility that we issue additional shares of common stock, preferred stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the value per share of our common stock; the potential for substantial sales of our common stock, which could adversely affect our stock price; the impact of increasing scrutiny and changing expectations from investors and customers, or new or changing regulations, with respect to climate change or environmental impacts of our operations; the cost or effort required for our shareholders to bring certain claims or actions against us, as a result of our designation of the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings; and the possibility that our internal controls over financial reporting and our disclosure controls and procedures may not prevent all possible errors that could occur, as well as other risk factors discussed in this document, in IES’s annual report on Form 10-K for the year ended September 30, 2025 and in IES’s other reports on file with the SEC. You should understand that such risk factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. IES undertakes no obligation to publicly update or revise any information or any forward-looking statements to reflect events or circumstances that may arise after the date of this release.
Forward-looking statements are provided in this press release pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties, and risks described herein.
General information about IES Holdings, Inc. can be found at http://www.ies-co.com under “Investor Relations.” IES’s annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through IES’s website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.