ABM (NYSE:ABM), a leading provider of facility solutions, today
announced that affiliates of Thomas H. Lee Partners, L.P. and
Goldman Sachs Merchant Banking Division (the “Selling
Stockholders”) intend, subject to market conditions, to offer
9,047,741 shares of ABM common stock in an underwritten
secondary offering. The Selling Stockholders will receive all of
the net proceeds from the offering. ABM is not offering any
shares of common stock in the offering and will not receive any
proceeds for the sale of shares in the offering.
The shares of common stock being offered were
previously issued by ABM to the Selling Stockholders in connection
with its acquisition of GCA Holding Corp., the indirect parent of
GCA Services Group, on September 1, 2017.
Goldman Sachs & Co. LLC and UBS Securities
LLC will act as joint book-running managers for proposed
offering.
This offering is being made pursuant to an effective shelf
registration statement (including a prospectus) (File No.
333-223233). A preliminary prospectus supplement relating to
the offering will also be filed with the Securities and Exchange
Commission (“SEC”) for the offering to which this communication
relates. Before you invest, you should read the prospectus
included in that registration statement, the preliminary prospectus
supplement and the other documents ABM has filed with the SEC and
incorporated by reference into the shelf registration statement for
more complete information about ABM and its common stock. You
may obtain a copy of the preliminary prospectus supplement, the
accompanying prospectus, the final prospectus supplement and the
documents incorporated by reference therein, when available, for
free by visiting EDGAR on the SEC website at www.sec.gov.
Copies of the preliminary prospectus supplement for this offering
may also be obtained, when available, by contacting Goldman Sachs
& Co. LLC, Attn: Prospectus Department, 200 West Street, New
York, NY 10282, telephone: (866) 471-2526, facsimile: 212-902-9316,
e-mail: prospectus-ny@ny.email.gs.com and UBS Securities LLC, Attn:
Prospectus Department, 1285 Avenue of the Americas, New York, NY
10019, telephone: 888-827-7275 or by email:
ol-prospectusrequest@ubs.com
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities, nor
shall there by any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. The offering
of the common stock will be made only by means of the prospectus
and related prospectus supplement.
ABOUT ABM
ABM (NYSE: ABM) is a leading provider of
facility solutions with revenues of approximately $5.5 billion and
more than 130,000 employees in 350+ offices throughout the United
States and various international locations. ABM’s comprehensive
capabilities include janitorial, electrical & lighting, energy
solutions, facilities engineering, HVAC & mechanical, landscape
& turf, mission critical solutions and parking, provided
through stand-alone or integrated solutions. ABM provides custom
facility solutions in urban, suburban and rural areas to properties
of all sizes - from schools and commercial buildings to hospitals,
data centers, manufacturing plants and airports. ABM Industries
Incorporated, which operates through its subsidiaries, was founded
in 1909.
Cautionary Statement under the Private
Securities Litigation Reform Act of 1995
This press release contains both historical and
forward-looking statements regarding ABM Industries Incorporated
(“ABM”) and its subsidiaries (collectively referred to as “ABM,”
“we,” “us,” “our,” or the “Company”). We make forward-looking
statements related to future expectations, estimates, and
projections that are uncertain and often contain words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,”
“target,” or other similar words or phrases. These statements are
not guarantees of future performance and are subject to known and
unknown risks, uncertainties, and assumptions that are difficult to
predict. Particular risks and uncertainties that could cause our
actual results to be materially different from those expressed in
our forward-looking statements include: (1) we may not realize the
growth opportunities and cost synergies that are anticipated from
the acquisition of GCA Services Group (“GCA”); (2) we have incurred
a substantial amount of debt to complete the acquisition of GCA. To
service our debt we will require a significant amount of cash. Our
ability to generate cash depends on many factors beyond our
control. We also depend on the profitability of our subsidiaries to
satisfy our cash needs. If we cannot generate the required cash, we
may not be able to make the necessary payments required to service
our indebtedness or we may be required to suspend certain
discretionary payments, including our dividend; (3) changes to our
businesses, operating structure, financial reporting structure, or
personnel relating to the implementation of our 2020 Vision
strategic transformation initiative, including our move to our
Enterprise Services Center, may not have the desired effects on our
financial condition and results of operations; (4) our success
depends on our ability to gain profitable business despite
competitive pressures and to preserve long-term client
relationships; (5) our business success depends on our ability to
attract and retain qualified personnel and senior management; (6)
our use of subcontractors or joint venture partners to perform work
under customer contracts exposes us to liability and financial
risk; (7) our international business involves risks different from
those we face in the United States that could have an effect on our
results of operations and financial condition; (8) unfavorable
developments in our class and representative actions and other
lawsuits alleging various claims could cause us to incur
substantial liabilities; (9) we insure our insurable risks through
a combination of insurance and self-insurance and we retain a
substantial portion of the risk associated with expected losses
under these programs, which exposes us to volatility associated
with those risks, including the possibility that changes in
estimates of ultimate insurance losses could result in a material
charge against our earnings; (10) our risk management and safety
programs may not have the intended effect of reducing our liability
for personal injury or property loss; (11) impairment of goodwill
and long-lived assets could have a material adverse effect on our
financial condition and results of operations; (12) changes in
general economic conditions, including changes in energy prices,
government regulations, or changing consumer preferences, could
reduce the demand for facility services and, as a result, reduce
our earnings and adversely affect our financial condition; (13) our
income tax provision and income tax liabilities could be adversely
affected by the jurisdictional mix of earnings, changes in
valuations of deferred tax assets and liabilities, and changes in
tax treaties, laws, and regulations, including the U.S. Tax Cuts
and Jobs Act of 2017, which effected significant changes to the
U.S. corporate income tax system; (14) we could be subject to
cyber-security risks, information technology interruptions, and
business continuity risks; (15) a significant number of our
employees are covered by collective bargaining agreements that
could expose us to potential liabilities in relationship to our
participation in multiemployer pension plans, requirements to make
contributions to other benefit plans, and the potential for
strikes, work slowdowns or similar activities, and union-organizing
drives; (16) if we fail to maintain proper and effective internal
control over financial reporting in the future, our ability to
produce accurate and timely financial statements could be
negatively impacted, which could harm our operating results and
investors’ perceptions of our company and, as a result, the value
of our common stock; (17) our business may be negatively impacted
by adverse weather conditions; (18) catastrophic events, disasters,
and terrorist attacks could disrupt our services; and (19) actions
of activist investors could disrupt our business. The list of
factors above is illustrative and by no means exhaustive.
Additional information regarding these and other risks and
uncertainties we face is contained in our Annual Report on Form
10-K for the year ended October 31, 2017 and in other reports
we file from time to time with the Securities and Exchange
Commission (including all amendments to those reports). We urge
readers to consider these risks and uncertainties in evaluating our
forward-looking statements. We caution readers not to place undue
reliance upon any such forward-looking statements, which speak only
as of the date made. We undertake no obligation to publicly update
any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
law.
Contact: |
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Investor & Media
Relations: |
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Susie A. Choi |
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(212) 297-9721 |
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susie.choi@abm.com |
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