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Subsequent Events | 3 Months Ended
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Mar. 31, 2026
Subsequent Events. |
Subsequent Events | Note 14—Subsequent Events ​ Acquisition of PayneCrest Electric, Inc. (“PayneCrest”) ​ On March 30, 2026, we entered into a definitive merger agreement to acquire PayneCrest Electric, Inc. (“PayneCrest”). PayneCrest is a leading electrical construction and services provider supporting industrial, manufacturing, and advanced facilities. The acquisition increases our exposure to the high-growth data center services market and expands opportunities for integrating our industrial and renewables businesses with complementary electrical construction capabilities. ​ On May 1, 2026, we closed on the PayneCrest acquisition in an all cash transaction valued at approximately $399.5 million, net of cash acquired. Since the closing of the PayneCrest acquisition occurred subsequent to our quarter-end, our preliminary estimate of assets acquired and liabilities assumed, which is subject to a formal valuation process, has not yet been completed. We will reflect the preliminary estimates in our second quarter 2026 10-Q filing, and we will finalize the estimates as soon as practicable within the measurement period, but not later than one year following the acquisition close date. The total purchase price was funded through a combination of borrowings under our term loan facility (as discussed immediately below) and cash on hand. We will incorporate PayneCrest operations into our Energy segment. ​ Amended and Restated Credit Agreement ​ On May 1, 2026, we entered into the Fourth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with CIBC Bank USA, as administrative agent (the “Administrative Agent”) and co-lead arranger, and the financial parties thereto (collectively, the “Lenders”), amending and restating the Credit Agreement to increase the Term Loan by $411.8 million to an aggregate principal amount of $779.6 million (the “New Term Loan”) and to extend the maturity date of the Credit Agreement from August 1, 2027 to May 1, 2031. ​ In addition to the New Term Loan, the Amended Credit Agreement increased the existing Revolving Credit Facility to $750.0 million, whereby the Lenders agreed to make loans on a revolving basis from time to time and to issue up to $400.0 million of letters of credit. At May 1, 2026, there was $50.0 million of outstanding borrowings under the Revolving Credit Facility, commercial letters of credit outstanding were $9.8 million, and available borrowing capacity was $690.2 million. ​ Under the Amended Credit Agreement, we must make quarterly principal payments on the New Term Loan in an amount equal to approximately $9.7 million, with the balance due on May 1, 2031. The first principal payment will be due on September 30, 2026. ​ The proceeds from the New Term Loan were used to finance the acquisition of PayneCrest. ​ The principal amount of all loans under the Amended Credit Agreement will bear interest at either: (i) SOFR plus an applicable margin as specified in the Amended Credit Agreement (based on our net senior debt to EBITDA ratio as defined in the Amended Credit Agreement), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.50% or (b) the prime rate as announced by the Administrative Agent) plus an applicable margin as specified in the Amended Credit Agreement. Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Amended Credit Agreement. ​ The principal amount of any loan drawn under the Amended Credit Agreement may be prepaid in whole or in part at any time, with a minimum prepayment of $5.0 million. ​ Loans made under the Amended Credit Agreement are secured by our assets, including, among others, our cash, inventory, equipment (excluding equipment subject to permitted liens), and accounts receivable. Certain of our domestic subsidiaries have issued joint and several guaranties in favor of the Lenders for all amounts under the Amended Credit Agreement. ​ The Amended Credit Agreement contains various restrictive and financial covenants including, among others, a net senior debt/EBITDA ratio and minimum EBITDA to cash interest ratio. In addition, the Amended Credit Agreement includes restrictions on investments, change of control provisions and provisions in the event we dispose of more than 20% of our total assets.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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