DBM Global Inc. (OTCPK:DBMG) entered into an agreement to acquire GrayWolf Industrial, Inc. from Charlesbank Equity Fund IV, L.P., a fund managed by Charlesbank Capital Partners, LLC and others for an enterprise value of approximately $140 million on October 10, 2018. The enterprise value includes assumption of existing indebtedness and is subject to customary adjustments for cash, debt, transaction expenses and normalized working capital. Pursuant to the agreement, DBM Global has agreed to customary covenants to obtain debt financing, and GrayWolf Industrial has agreed to provide reasonable cooperation with DBM Global in its efforts to obtain such financing. The acquisition will be financed by an $80 million Term Loan financing at DBM Global, $15 million from DBM’s existing credit facility and $40 million of existing cash from HC2 and certain of its subsidiaries via indirect investment in DBM Global. GrayWolf Industrial will survive as a subsidiary of DBM Global. In event of termination, DBM Global will be required to pay a termination fee of $5.75 million. The TEV/ EBITDA multiple for the transaction is calculated at 6.9 based on the adjusted EBITDA of $19.7 million for 2017. Michael Lampert, GrayWolf's, Chief Operating Officer, has been appointed Chief Executive Officer of the new GrayWolf subsidiary of DBM Global, and will be reporting to Rustin Roach. The transaction is subject to customary closing conditions and adjustments. There is no financing condition to the consummation of the transaction. The transaction is expected to close in the fourth quarter of 2018. The transaction is accretive to DBM Global’s EBITDA performance. Drew Spitzer, Matt White and Neha Shah of Harris Williams acted as financial advisors to GrayWolf Industrial, Inc. Moelis & Company acted as financial advisor to GrayWolf Industrial, Inc. Stephen Infante, Josh Nulman, Tracy Blauweiss, Jenna Wallace, Jason Levy, Ashley Angelotti, Ansgar Simon, Jon Endean, Peter Schwartz and Don Elliot of Covington & Burling acted as legal advisor for GrayWolf Industrial, Inc. and Charlesbank Capital Partners . Stefan G.dePozsgay, Eric R.Keller, Thomas R.Mounteer, Andrew M.Short, Yariv Katz, Vincent Buehler, Tyler C.Thiret, Asna Shah, M'Alyssa C.Mecenas, Stephen Grace, Daniel Liebowitz, Robin Swartz, Adam B.Bulkley and Michael S.Wise of Paul Hasting acted as legal advisor to DBM Global Inc. DBM Global Inc. (OTCPK:DBMG) completed the acquisition of GrayWolf Industrial, Inc. from Charlesbank Equity Fund IV, L.P., a fund managed by Charlesbank Capital Partners, LLC and others on November 30, 2018.