Acquisition of Jake Marshall, LLC
Transaction Terms and Structure
QLIMBACH
Valuation
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The net consideration paid at closing was $20 million in cash¹, which represents an enterprise value multiple of
approximately 4.5x historical average EBITDA²
Additional earn-out opportunities totaling an aggregate maximum of up to $6 million contingent on performance in
calendar years 2022 and 20233
Structure and Financing
Acquisition of 100% of the equity of Jake Marshall, LLC and affiliated business
Enterprise value of $20 million financed with available cash in the amount of $10 million and additional term loan
borrowings of $10 million provided by the Company's lenders
о
No increase in Prime interest rate margin
O
Incremental term debt amortizable monthly in the amount of approximately $120,000 per month
Cash at Closing¹
Contingent Consideration
Total
TRANSACTION STRUCTURE
$20 million Includes $10 million of incremental term debt
$6 million Subject to performance in 2022 and 20232
$26 million
1. Total consideration received by the Sellers was (i) $21.3 million, consisting of the $20 million enterprise value consideration paid by Limbach plus (ii) Jake Marshall's cash on hand, net of a working capital adjustment, which was retained by the Sellers. Subject to
customary post-closing adjustments.
2. Based on audited financial statements for the years 2014-2020.
3. Each earn-out payment is contingent on Jake Marshall generating not less than $8 million in gross profit, and would be maximized at $10 million or more in gross profit. The earn-out payment would be earned ratably as the Company's gross profit increases from $8
million to $10 million. Each earn-out payment opportunity is independent of the other.
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