Enerpac Closes $472M SFE Group Deal, Sees Fiscal 2027 EPS Accretion

Updates

1. Oct 28, 4:00 PM ET · SEC 8-K — The key terms add vesting schedules: one RSU tranche cliff vests on the third anniversary, another cliff vests on the first anniversary or over three years, and PSUs cliff vest on the third anniversary.

   • Deal Terms
     • Purchase price approximately $472 million: approximately $452 million in cash, subject to customary closing adjustments, plus $20 million of equity awards granted in lieu of certain transaction bonuses.
     • Purchase price represents 10.6x SFE Group's trailing adjusted EBITDA, or 9.5x including expected synergies of $4 million to $6 million by year three.
     • SFE Group acquired from SFEG Holdings, Inc., a portfolio company of Gladstone Investment Corporation.
     • Merger completed October 28, 2026; Merger Sub merged into SFE Group, which survived as the surviving limited liability company.
     • Agreement and Plan of Merger dated as of July 7, 2026; amended by First Amendment to Agreement and Plan of Merger dated as of October 27, 2026.
     • First Amendment to Agreement and Plan of Merger dated October 27, 2026, among Enerpac Tool Group Corp., Rodeo Merger Sub, LLC, Specialized Fabrication Equipment Group LLC, and SFEG Holdings, Inc., solely as Equityholders Representative.
   • SFE Financials — SFE Group generated approximately $170 million of sales and approximately $44 million of adjusted EBITDA for the trailing twelve months ended March 31, 2026.
   • Financing — Funded with cash on hand, an expanded $300 million term loan and borrowings under a new $550 million revolver, part of a five-year $850 million facility closed October 16, 2026 with an accordion of up to an additional $425 million. Pro forma net leverage is approximately 2.3 times.
   • Inducement Awards
     • Inducement awards aggregate approximately $21.2 million to 14 senior employees of SFE Group; $20.0 million granted in lieu of certain transaction bonuses payable at closing by Gladstone.
     • Inducement awards granted under the Company's Inducement Equity Incentive Plan, adopted by the Board of Directors on August 26, 2026.
     • None of the 14 inducement recipients is expected to become an executive officer of the Company.
     • Inducement RSUs: one tranche cliff vests on the third anniversary of the grant date; another tranche either cliff vests on the first anniversary or vests over three years in equal annual installments.
     • PSUs cliff vest on the third anniversary of the grant date based on achievement of certain performance metrics over such three-year period.
     • Performance-based RSUs granted upon achievement of the SFE Group calendar year 2026 budgeted EBITDA target, then vest three years thereafter.
   • Costs — Estimated transaction costs of approximately $8 million and integration costs of $10 million to $14 million.
   • Escrow Share Purchase — Share purchases must comply with Rule 10b-18 and occur when the Company is not in a blackout period.
   All 26 details

   • First Amendment to Agreement and Plan of Merger dated October 27, 2026, among Enerpac Tool Group Corp., Rodeo Merger Sub, LLC, Specialized Fabrication Equipment Group LLC, and SFEG Holdings, Inc., solely as Equityholders Representative.
   • SFE Group acquired from SFEG Holdings, Inc., a portfolio company of Gladstone Investment Corporation.
   • Estimated transaction costs of approximately $8 million.
   • Estimated integration costs of $10 million to $14 million.
   • New senior credit facility has an accordion option of up to an additional $425 million.
   • New senior credit facility is a five-year facility.
   • Inducement RSUs: one tranche cliff vests on the third anniversary of the grant date; another tranche either cliff vests on the first anniversary or vests over three years in equal annual installments.
   • PSUs cliff vest on the third anniversary of the grant date based on achievement of certain performance metrics over such three-year period.
   • Performance-based RSUs granted upon achievement of the SFE Group calendar year 2026 budgeted EBITDA target, then vest three years thereafter.
   • Inducement awards granted under the Company's Inducement Equity Incentive Plan, adopted by the Board of Directors on August 26, 2026.
   • None of the 14 inducement recipients is expected to become an executive officer of the Company.
   • Merger completed October 28, 2026; Merger Sub merged into SFE Group, which survived as the surviving limited liability company.
   • Cash consideration subject to customary adjustments for cash, net working capital, transaction related expenses (including transaction bonuses), indebtedness and other similar items at SFE Group and subsidiaries as of the Closing Date.
   • $20.0 million granted in lieu of certain transaction bonuses that would otherwise have been payable at closing by Gladstone.
   • Net leverage ratio calculated per senior credit facility closed October 16, 2026; adjusted EBITDA for twelve months ended August 31, 2026 plus an additional $44M of adjusted EBITDA for SFE Group's pro forma contribution.
   • Funded with cash on hand, an expanded $300 million term loan, and borrowings under a new $550 million revolving credit facility.
   • Share purchases must comply with Rule 10b-18 and occur at such time as the Company is not in a blackout period.
   • SFE Group generated approximately $170 million of sales and approximately $44 million of adjusted EBITDA for the trailing twelve months ended March 31, 2026.
   • Agreement and Plan of Merger dated as of July 7, 2026; amended by First Amendment to Agreement and Plan of Merger dated as of October 27, 2026.
   • Purchase price approximately $472 million: approximately $452 million in cash, subject to customary closing adjustments, plus $20 million of equity awards granted in lieu of certain transaction bonuses.
   • Purchase price represents 10.6x SFE Group's trailing adjusted EBITDA, or 9.5x including expected synergies of $4 million to $6 million by year three.
   • Estimated transaction costs of approximately $8 million and integration costs of $10 million to $14 million.
   • New senior credit facility closed October 16, 2026: five-year facility totaling $850 million, with an accordion option of up to an additional $425 million for future M&A.
   • Estimated ratio of net debt-to-adjusted EBITDA upon closing, giving effect to the acquisition, borrowings and application of cash, is approximately 2.3 times.
   • Inducement awards aggregate approximately $21.2 million to 14 senior employees of SFE Group; $20.0 million granted in lieu of certain transaction bonuses payable at closing by Gladstone.
   • SFE Group generated approximately $170 million of sales and approximately $44 million of adjusted EBITDA for the trailing twelve months ended March 31, 2026.