SPX Technologies, Inc. (NYSE:SPXC) entered into a definitive agreement to acquire ASPEQ Heating Group LLC from Industrial Growth Partners for approximately $420 million on April 28, 2023. Under the terms of the agreement, SPX Technologies will purchase ASPEQ and certain tax attributes for approximately $418 million in cash, subject to closing adjustments and ASPEQ will become a part of SPX Technologies? HVAC Heating platform. The merger agreement provides that the aggregate amount to be paid with respect to ASPEQ Company Stock and Options shall equal $418 million, subject to customary adjustments for the level of cash, net working capital, transaction related expenses, indebtedness and other similar items existing at ASPEQ and its subsidiaries as of a time on the date of the consummation of the merger. SPX Technologies intends to finance the acquisition of ASPEQ by drawing on its revolving credit facility and borrowing under its recently announced Incremental Term Loans. As for the year ended December 31, 2022, ASPEQ Heating Group LLC revenue was $120 million.

The consummation of the merger is also subject to the satisfaction of various customary conditions, including: (i) affirmative vote or consent of a majority of the issued and outstanding shares of ASPEQ Common Stock, including the consent of Industrial Growth Partners V, L.P., to the Merger; (ii) delivery of certain support documents from the holders of at least 95% of shares of ASPEQ Common Stock outstanding as of the Closing Date; (iii) the receipt of all requisite regulatory approvals, including the expiration of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the ?HSR Act?); (iv) the absence of a Material Adverse Effect with respect to ASPEQ arising since April 28, 2023; and (v) other customary closing conditions. The transaction is expected to close in second quarter of 2023.

Ryan Foley, Sam Tinaglia, Michael Basil and Jamil Ali of William Blair & Company, L.L.C. acted as financial advisor and Leah Baucom and Rick Giovannelli of K&L Gates LLP acted as legal advisor to SPX Technologies, Inc. Hamed Meshki, Luke Guerra and Evan Roberts of Kirkland & Ellis LLP acted as legal advisor to ASPEQ Heating Group LLC. Hennepin Partners LLC and Joe Packee, Dale Rudow and Jen Roeper of Robert W. Baird & Co. Incorporated acted as financial advisor to ASPEQ Heating Group LLC.

SPX Technologies, Inc. (NYSE:SPXC) completed the acquisition of ASPEQ Heating Group LLC from Industrial Growth Partners on June 2, 2023. SPX Technologies purchased ASPEQ for cash consideration of $421.8 million, net of cash acquired of $0.9 million. SPX financed the acquisition with available cash and borrowings under its senior credit facilities including funds from the additional term loan of $300 million. As per the filling of February 23, 2024, the purchase price for ASPEQ was $421.5 million, net of (i) an adjustment to the purchase price of $0.3 million related to acquired working capital and (ii) cash acquired of $0.9 million.