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
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 30, 2021, ABM Industries Incorporated completed its previously announced acquisition of Crown Building Maintenance Co. and Crown Energy Services, Inc. (collectively, the “Companies”) for $830 million in cash (subject to customary adjustments for working capital and net debt), pursuant to the terms of the Purchase Agreement, dated August 25, 2021, by and among ABM, the Companies, their owners and the other parties thereto.
ABM financed the acquisition with cash on hand and borrowings under its amended revolving credit facility.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by ABM with the Securities and Exchange Commission on August 25, 2021, and is incorporated herein by reference.
The Purchase Agreement has been incorporated by reference in this Current Report on Form 8-K to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about ABM or the Companies or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of ABM or the Companies or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in ABM’s public disclosures.
Item 7.01. Regulation FD
On September 30, 2021, ABM issued a press release announcing the closing of the acquisition. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 incorporated herein by reference, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as will be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.
ABM will provide the financial statements required to be filed by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
ABM will provide the pro forma financial statements required to be filed by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.
(d) Exhibits.
Set forth below is a list of the exhibits to this Current Report on Form 8-K.
| Exhibit Number |
Description | |
| 2.1* | Purchase Agreement, dated August 25, 2021, among Crown Building Maintenance Co., Crown Energy Services, Inc., ABM Industries Incorporated and the sellers and sellers’ representative party thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by ABM Industries Incorporated with the Securities Exchange Commission on August 25, 2021) | |
| 99.1 | Press release dated September 30, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits and schedules upon request.
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.
| ABM INDUSTRIES INCORPORATED | |||
| Dated: September 30, 2021 | By: | /s/ Andrea R. Newborn | |
| Name: Andrea R. Newborn | |||
| Title: Executive Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
ABM Industries Completes Acquisition of Able Services
New York, September 30, 2021 (GLOBE NEWSWIRE) – ABM Industries (NYSE: ABM) announced today the closing of its previously announced acquisition of Able Services, a leading facilities services company headquartered in San Francisco.
The transaction adds scale to ABM’s core businesses and key geographies and bolsters ABM’s engineering and technical services, which are expected to generate almost $2 billion of combined annualized revenue. In addition, Able Services further expands ABM’s sustainability and energy efficiency offerings amid growing demand for environmentally responsible solutions.
Scott Salmirs, President and CEO of ABM Industries commented, “We are pleased to announce the completion of this strategic acquisition and we welcome Able’s talented team to ABM. Together, ABM and Able can more fully address our clients’ needs for innovative and cost-effective solutions, supported by our national footprint, comprehensive facility services expertise and dedicated team of more than 100,000 employees.”
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ABOUT ABM
ABM (NYSE: ABM) is a leading provider of facility solutions with revenues of approximately $6.0 billion and more than 100,000 employees in 350+ offices throughout the United States and various international locations. ABM's comprehensive capabilities include janitorial, electrical & lighting, energy solutions, facilities engineering, HVAC & mechanical, landscape & turf, mission critical solutions and parking, provided through stand-alone or integrated solutions. ABM provides custom facility solutions in urban, suburban and rural areas to properties of all sizes - from schools and commercial buildings to hospitals, data centers, manufacturing plants and airports. ABM Industries Incorporated, which operates through its subsidiaries, was founded in 1909. For more information, visit www.abm.com.
Cautionary Statement under the Private Securities Litigation Reform Act of 1995
This press release contains both historical and forward-looking statements addressing the plan of ABM Industries Incorporated (together with its subsidiaries, collectively referred to as “ABM,” “we,” “us” or “our”) to acquire Able Services (together with its subsidiaries, collectively referred to as “Able”). In this context, we make forward-looking statements related to future expectations, estimates and projections that are uncertain, and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict.
For us, particular uncertainties that could cause our actual results to be materially different from those expressed in our forward-looking statements include: risks inherent in the achievement of cost synergies and the timing thereof; and our ability to successfully integrate Able, including whether and to what extent the acquisition will be accretive within the expected timeframe.
For additional information on these and other risks and uncertainties we face, see ABM’s risk factors, as they may be amended from time to time, set forth in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent filings. We urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Contact: |
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Investor Relations: David Gold ir@abm.com |
Media:
Nadeen Ayala
communication@abm.com
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