ABM ABM Industries Inc

On August 25, 2021, ABM Industries Incorporated (“ABM”) entered into a Purchase Agreement (the “Purchase Agreement”) with Crown Building Maintenance Co. and Crown Energy Services, Inc. (collectively, the “Companies”) and their owners (the “Sellers”).

Under the terms of the Purchase Agreement, ABM will acquire the Companies for $830 million in cash, subject to customary adjustments for working capital and net debt.

ABM will finance the acquisition with cash on hand and borrowings under its amended revolving credit facility.

The parties’ obligations to consummate the acquisition are subject to customary closing conditions, including conditions relating to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The parties have each made customary representations, warranties and covenants in the Purchase Agreement, including, among others, the Companies’ agreement to conduct their business in the ordinary course of business consistent with past practice and the parties’ agreement to use reasonable best efforts to consummate the acquisition. The Purchase Agreement also contains certain termination rights of the parties, including in the event that (1) the closing of the acquisition has not occurred on or prior to May 25, 2022 (as may be extended by either the Sellers or ABM for an additional three months in specified circumstances) and (2) the other party has breached its representations, warranties or covenants, subject to customary materiality qualifications and the ability to cure.

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 is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The Purchase Agreement has been included 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 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 change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in ABM’s public disclosures.