Enerpac Amends SFE Merger: $450M Cash Consideration, $20M RSU Bonus Pool, $33.9M Tariff Escrow

summarizeSummary

Enerpac's First Amendment to the SFE Group merger fixes the equity consideration at $450.0M, converts $20.0M of transaction bonuses into RSUs under a new inducement plan, and sets a $33.9M tariff escrow against excess US import duties.

check_boxKey Events · M&A and Partnerships · EPAC

• Merger Consideration Fixed at $450.0M

  The amendment defines Merger Consideration as $450,010,472, reflecting the agreed aggregate transaction value less the $19,989,528 RSU Amount, plus a $2,000,000 payment compensating SFE for forgone transaction tax deductions.

• $20.0M of Bonuses Paid in Stock

  Transaction bonuses of $19,989,528 owed to SFE key personnel will be delivered as RSUs under a newly adopted Enerpac Inducement Award Plan rather than the 2017 Omnibus Incentive Plan, with vesting terms materially consistent with the prior award agreements.

• $33.9M Tariff Escrow Established

  The Tariff Escrow Amount is $33,900,000: $3,000,000 for US import tariffs, interest and penalties above $7,699,547.06 incurred on or before September 17, 2026, and the balance for an adjustment equal to tariffs above $3,804,000 for February 2025 through January 2026, multiplied by 10.3.

• New Closing Conditions Added

  Each RSU recipient must execute an Inducement Award Agreement and the parties must execute an Amended and Restated Reinvestment and Lock-Up Agreement; Enerpac also waived the Item 5 Section 5.2(o) consent as a closing condition.

auto_awesomeAnalysis · EPAC · Technology

This amendment puts hard numbers on the SFE deal that Enerpac announced in July and closed this week. The equity purchase price is fixed at $450,010,472, with a separate $19,989,528 of transaction bonuses to SFE key personnel paid in Enerpac RSUs under a newly created Inducement Award Plan instead of cash — so roughly $20M of the headline $472M price is stock, not cash out the door. The other item that matters is the $33,900,000 tariff escrow: $3M covers excess US import tariffs already incurred through September 17, 2026, and the rest funds an EBITDA-style adjustment if SFE's Feb 2025–Jan 2026 import tariffs ran above $3,804,000. That structure tells you tariff exposure was a real negotiation point and that a chunk of the purchase price is held back against it. The $2,000,000 added to consideration compensates SFE for tax deductions it gives up on the RSU amounts.