Limbach boosts liquidity and acquires Pioneer Power for $66.1M

Rhea-AI Filing Summary

On June 27 2025, Limbach Facility Services LLC amended its Second A&R Wintrust Credit Agreement. The amendment doubles the senior-secured revolving credit facility from $50 million to $100 million, raises the letter-of-credit sub-limit to $20 million, and extends the maturity date from Feb 24 2028 to July 1 2030. It also lowers Term SOFR and Prime-rate margins based on the company’s senior leverage ratio, permits conversion of revolver borrowings into term-loan tranches, and removes certain borrowing-base covenants, thereby enhancing financial flexibility.

Separately, under Item 7.01, Limbach announced the closing of its acquisition of Pioneer Power, Inc. for an initial cash consideration of $66.1 million on July 1 2025. The purchase will be financed with available cash and drawdowns under the enlarged revolver.

The combined actions materially improve liquidity, reduce cost of capital and support inorganic growth, but they also increase leverage and integration risk as the company deploys additional debt to fund the transaction.

Positive

• Revolving credit facility doubled to $100 million, substantially increasing liquidity.
• Interest margins reduced, lowering future financing costs.
• Maturity extended to July 2030, improving debt profile and reducing refinancing risk.
• $66.1 million Pioneer Power acquisition adds geographic reach and potential revenue growth.

Negative

• Increased borrowing capacity and acquisition funding will raise leverage levels.
• $66.1 million cash outlay may pressure near-term free cash flow.
• Removal of borrowing-base covenant decreases lender discipline, heightening downside risk in weaker markets.

Insights

Equity Research Analyst

TL;DR: Credit line doubled, rates cut, maturity extended; $66.1 m acquisition closed—liquidity up, growth ahead, leverage edges higher.

The upsizing of Limbach’s revolver to $100 million and two-year maturity extension markedly strengthen short-term liquidity and lengthen the debt runway. Lower pricing tiers tied to the senior leverage ratio should trim borrowing costs 25–75 bps, providing earnings upside if leverage remains controlled. Eliminating the borrowing-base covenant grants operational latitude but removes a protective guardrail, raising risk in a downturn. The Pioneer Power purchase adds scale in the Upper Midwest HVAC/mechanical market and could be accretive once integrated, yet the $66.1 million cash outlay and revolver draw will elevate net debt. Overall, the filing signals strategic expansion backed by improved financing terms—net positive, but leverage metrics warrant monitoring.

M&A Specialist

TL;DR: Acquisition funded via newly enhanced revolver leverages favorable terms; synergy potential good, execution and debt management key.

Deploying the enlarged, cheaper revolver to finance Pioneer Power demonstrates disciplined capital structuring. The term-loan conversion option can lock in rates post-integration, while the extended maturity avoids near-term refinancing risk. From an M&A perspective, paying sub-7× EBITDA (implied by typical sector multiples) would be attractive, though the filing omits target financials. Covenant loosening affords integration flexibility but reduces lender oversight. Success hinges on realizing cost synergies and maintaining leverage within covenant thresholds to preserve the margin grid benefits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 27, 2025

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-36541			46-5399422
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

797 Commonwealth Drive, Warrendale, Pennsylvania 15086

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 359-2100

Not Applicable

(Former name or former address, if changed since last report)

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:

☐						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))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, $0.0001 par value			LMB			The Nasdaq Stock Market LLC

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 June 27, 2025, Limbach Facility Services LLC (“Borrower”), Limbach Holdings LLC, and other designated parties entered into a second amendment to the Second A&R Wintrust Credit Agreement (the “Second Amendment to the Second A&R Wintrust Credit Agreement”) with Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (collectively, “Wintrust”), as administrative agent, and the other lenders party thereto, which amends that certain Second A&R Wintrust Credit Agreement, dated as of May 5, 2023 (as amended by that certain First Amendment to the Second A&R Wintrust Credit Agreement, dated as of March 13, 2024). The Second Amendment to the Second A&R Wintrust Credit Agreement provides for, among other things, (i) an upsize of the aggregate principal amount of the senior secured revolving credit facility from $50.0 million to $100.0 million, (ii) modifying the definition of “L/C Sublimit” to increase the sublimit for the issuance of letters of credit from $10.0 million to $20.0 million, (iii) an extension of the revolving credit scheduled maturity date from February 24, 2028 to July 1, 2030, (iv) a decrease in the applicable margins for Term SOFR and Prime Rate (each defined in the Second Amendment to the Second A&R Wintrust Credit Agreement) revolving loans as determined with reference to the Borrower’s Senior Leverage Ratio (as defined in the Second Amendment to the Second A&R Wintrust Credit Agreement), (v) a term loan conversion feature, allowing the Borrower, subject to certain conditions, to convert outstanding revolving loans into one or more term loan tranches, (vi) the removal of certain covenant requirements, specifically in relation to the Borrower’s Borrowing Base, as formerly defined in the Second A&R Wintrust Credit Agreement, and (vii) modification to certain defined terms to reflect updated operational and financial terms. The Second Amendment to the Second A&R Wintrust Credit Agreement also includes other conforming and corresponding changes related to the modifications referenced above.

The foregoing description of the Second Amendment to the Second A&R Wintrust Credit Agreement is a summary only, it does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Second Amendment to the Second A&R Wintrust Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

To the extent applicable, the information included in Item 1.01 regarding the Second Amendment to the Second A&R Wintrust Credit Agreement is incorporated herein by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On July 1, 2025, Limbach Holdings, Inc. (the “Company”) issued a press release announcing the closing of the acquisition of Woodbury, Minnesota-based mechanical contractor, Pioneer Power, Inc., for an initial purchase price at closing of $66.1 million to be paid through a combination of available cash and the Company’s revolving credit facility.

The information in this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1*						Second Amendment to the Second Amended and Restated Credit Agreement, dated as of June 27, 2025, by and among Limbach Facility Services LLC, Limbach Holdings LLC, the other Loan Parties party thereto, the Lenders party thereto and Wheaton Bank & Trust Company, N.A., as Administrative Agent and L/C Issuer.
99.1						Press Release dated July 1, 2025
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

*    Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Issuer will furnish the omitted schedules to the SEC upon request by the SEC.

SIGNATURE

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.

			LIMBACH HOLDINGS, INC.
			By:			/s/ Jayme L. Brooks
						Name: Jayme L. Brooks
						Title: Executive Vice President and Chief Financial Officer

Dated: July 1, 2025

FAQ

What changes did Limbach (LMB) make to its credit facility on June 27 2025?

The company doubled the revolver to $100 million, raised the L/C sub-limit to $20 million, extended maturity to July 1 2030 and lowered interest margins.

How much did Limbach pay to acquire Pioneer Power, Inc.?

The initial purchase price was $66.1 million, funded with cash and borrowings under the revolver.

Will the credit amendment affect Limbach’s borrowing costs?

Yes. Applicable margins on both Term SOFR and Prime-rate loans were reduced, potentially decreasing interest expense.

When does the amended revolving credit facility now mature?

The maturity date was extended from February 24 2028 to July 1 2030.

Does the amendment include any new flexibility features?

It adds a term-loan conversion option and removes certain borrowing-base covenants, increasing financial flexibility.