Summary
Comfort Systems USA, Inc. (FIX) has announced a significant acquisition through an Agreement and Plan of Merger, dated March 9, 2020. The company, through its wholly owned subsidiary OSC Acquisition Corp., will acquire TAS Energy Inc. This transaction is structured as a merger where TAS Energy will become a wholly owned subsidiary of Comfort Systems USA. The acquisition involves an initial purchase price of $106 million in cash, subject to working capital and other adjustments, plus a $14 million unsecured promissory note. An additional earn-out payment is contingent on TAS Energy achieving certain EBITDA performance thresholds through June 30, 2022. This move signifies a strategic expansion for Comfort Systems USA and investors should monitor the integration of TAS Energy and its contribution to future earnings.
Key Highlights
- 1Comfort Systems USA, Inc. entered into an Agreement and Plan of Merger to acquire TAS Energy Inc.
- 2The acquisition will be made through a wholly owned subsidiary, OSC Acquisition Corp.
- 3The initial purchase price consists of $106 million in cash, subject to adjustments.
- 4A $14 million unsecured promissory note with a 3.5% annual interest rate is part of the consideration.
- 5An earn-out provision allows for additional payments based on TAS Energy's future EBITDA performance through June 30, 2022.
- 6The transaction is subject to customary closing conditions.