Item 1.01. Entry into a Material Definitive Agreement.

Membership Interest Purchase Agreement

On December 2, 2021 (the "Effective Date"), Limbach Holdings, Inc., a Delaware corporation (the "Company"), and Limbach Facility Services LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the "Buyer"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Jake Marshall, LLC, a Tennessee limited liability company ("JMLLC"), Coating Solutions, LLC, a Tennessee limited liability company ("CSLLC" and together with JMLLC, the "Acquired Companies" and each an "Acquired Company") and the owners of the Acquired Companies (collectively, the "Sellers"), pursuant to which the Buyer purchased all of the outstanding membership interests in the Acquired Companies from the Sellers (the transactions contemplated by the Purchase Agreement collectively being the "Jake Marshall Transaction"). The Jake Marshall Transaction closed on the Effective Date. As a result of the Jake Marshall Transaction, each of the Acquired Companies became wholly-owned indirect subsidiaries of the Company.

Jake Marshall Transaction Consideration

The consideration paid by the Company for the Jake Marshall Transaction was $20.0 million in cash (the "Closing Purchase Price"). The Sellers were permitted to retain the cash in the Acquired Companies at closing subject to certain adjustments for working capital, which was ultimately reflected in the total purchase price set forth in the Purchase Agreement. In addition, the Sellers may receive up to an aggregate of $6.0 million in cash, consisting of two tranches of $3.0 million, as more fully set forth in the Purchase Agreement, if the gross profit of the Acquired Companies equals or exceeds $10.0 million in (i) the approximately 13 month period from closing through 2022 (the "2022 Earnout Period") or (ii) 2023, respectively (collectively, the "Earnout Payments"). To the extent, however, that the gross profit of the Acquired Companies is less than $10.0 million, but exceeds $8.0 million, during the 2022 Earnout Period or 2023, the $3.0 million amount will be prorated for such period.

Representations, Warranties and Covenants; Indemnification

The parties to the Purchase Agreement have made customary representations, warranties and covenants in the Purchase Agreement. Subject to certain limitations and conditions set forth in the Purchase Agreement, the Company and Buyer, on the one hand, and the Sellers, on the other hand, have agreed to indemnify each other for, among other things, breaches of representations, warranties and covenants contained in the Purchase Agreement, and certain tax and other pre- and post-closing liabilities. To supplement the indemnification provided by the Sellers, the Buyer has held back $1.0 million of the purchase price and deposited such amount in escrow.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement is incorporated by reference in this filing to provide investors with information regarding its terms. It is not intended to be a source of financial, business, operational or other factual information about the Company or the Acquired Companies or to modify or supplement any factual disclosures about the Company in its other public reports filed with the U.S. Securities and Exchange Commission. In particular, the representations, warranties and covenants and other obligations contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and made as of the dates specified therein; are solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations or qualifications agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified or limited by confidential disclosure schedules made between the parties for the purposes of allocating contractual risk between them instead of establishing matters as facts; and may be subject to a standard of materiality provided for in the Purchase Agreement that differs from the standard applicable to investors. Investors should not rely on the representations, warranties and covenants and other obligations or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Acquired Companies or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.











A&R Credit Agreement


As well, on December 2, 2021, and in connection with the Jake Marshall Transaction, Limbach Facility Services LLC (the "Borrower"), Limbach Holdings LLC (the "Intermediate Holdco") and the direct and indirect subsidiaries of the Borrower from time to time included as parties to the agreement (the "Guarantors") entered into the Amended and Restated Credit Agreement (the "A&R Credit Agreement") by and among the Borrower, Intermediate Holdco, the Guarantors, the lenders party thereto from time to time, Wheaton Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (collectively, "Wintrust"), as administrative agent and L/C issuer, Bank of the West as documentation agent, M&T Bank as syndication agent, and Wintrust as lead arranger and sole book runner.

In accordance with the terms of the A&R Credit Agreement, Lenders are providing to Borrower (i) a $35.5 million senior secured term loan (the "Term Loan"); and . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in Item 1.01 is incorporated into this Item 2.01 by reference.

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

The disclosure set forth above under Item 1.01 regarding the A&R Credit Agreement is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 3, 2021, the Company announced the consummation of the Jake Marshall Transaction. A copy of the press release is furnished herewith as Exhibit 99.1. Also furnished herewith as Exhibit 99.2 is a copy of an investor presentation that will be used by the Company relating to the Jake Marshall Transaction.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished and 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.

(a) Financial Statements of Business Acquired.

The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The Company will file the pro-forma financial statement required by Item 9.01 (b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.





(d) Exhibits



 Exhibit
   No.                                      Description

  2.1          Membership Interest Purchase Agreement, dated as of December 2, 2021, by
             and between Jake Marshal, LLC, Coating Solutions, LLC, Richard L. Pollard,
             Matthew S. Pollard, Limbach Holdings, Inc. and Limbach Facility Services
             LLC.
  10.1         The Amended and Restated Credit Agreement dated as of December 2, 2021,
             by and among Limbach Facility Services LLC, a Delaware limited liability
             company, Limbach Holdings LLC, a Delaware limited liability company, and
             the direct and indirect subsidiaries of the Borrower from time to time
             party to the agreement, as Guarantors, the various institutions from time
             to time party to the agreement, as Lenders, Wheaton Bank & Trust Company,
             N.A., a subsidiary of Wintrust Financial Corporation, as Administrative
             Agent and L/C Issuer, Bank of the West, as Documentation Agent and M&T
             Bank, as Syndication Agent and Wheaton Bank & Trust Company, N.A., a
             subsidiary of Wintrust Financial Corporation, as Lead Arranger and Sole
             Book Runner
  99.1         Press Release, dated December 3, 2021.
  99.2         Investor Presentation, December 3, 2021.
104          Cover Page Interactive Data File (formatted as Inline XBRL and contained
             in Exhibit 101)

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