Enerpac Tool Group Corp 8-K, filed Oct 28, 2026
Enerpac Tool Group Corp (EPAC)
8-K
2026-10-28
For: 2026-10-28
View Original
Added on
October 28, 2026
About this 8-K
Enerpac Tool Group Corp filed this 8-K on October 28, 2026.
Enerpac Tool Group Corp completed the acquisition of Specialized Fabrication Equipment Group LLC on October 28, 2026 for approximately $472 million, comprising approximately $452 million in cash and $20 million of equity awards. AI summary
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 28, 2026
(Exact name of Registrant, as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (262 )
293-1500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 |
Completion of Acquisition or Disposition of Assets
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As previously reported, Enerpac Tool Group Corp. (the “Company”) and its wholly owned subsidiary, Rodeo Merger Sub, LLC, a Delaware limited liability
company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”), dated as of July 7, 2026, with Specialized Fabrication Equipment Group LLC, a Delaware limited liability company (“SFE Group”), and SFEG Holdings, Inc., a
Delaware corporation, solely in its capacity as representative of the equityholders of SFE Group (the “Representative”), which Agreement was amended by a First Amendment to Agreement and Plan of Merger, dated as of October 27, 2026 (the
“Amendment” and the Agreement, as amended by the Amendment, the “Merger Agreement”). The Merger Agreement provided for the acquisition by the Company of SFE Group pursuant to a merger of Merger Sub with and into SFE Group, with SFE Group being the
surviving limited liability company of the merger (the “Merger”). The Merger was completed on October 28, 2026 (the “Closing Date”).
The aggregate amount paid by the Company with respect to the equity interests in SFE Group pursuant to the Merger Agreement is approximately $452
million in cash, plus the issuance by the Company of approximately $20 million in Restricted Stock Unit awards to key personnel of SFE Group, in lieu of cash payment of transaction bonuses owed by SFE Group to such personnel upon completion of the
Merger, with the cash consideration being subject to customary adjustments for the level of cash, net working capital, transaction related expenses (including with respect to the transaction bonuses), indebtedness and other similar items existing
at SFE Group and its subsidiaries as of the Closing Date.
SFE Group is a global industrial equipment company focused on pipe fabrication, welding, machining, and maintenance tools. It was formed in 2019
through the merger of three established brands and subsequent acquisitions to include the following brands: Climax, B&B Sumner, Axxair, Sumner Material Lifts, TAG, Mathey Dearman, Magnatech, Bortech, Fit-Up Pro, H&S Tool, PPM, and Calder.
SFE Group serves industries such as aerospace & defense, food & beverage, bio-pharma, oil & gas, manufacturing, utilities, power generation, semiconductor, maritime, mining, transportation, data centers, and hospitals.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of
the Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 9, 2026, and the complete text of the
Amendment which was filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on October 28, 2026, each of which is incorporated herein
by reference.
| Item 7.01. |
Regulation FD Disclosure
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On October 28, 2026, the Company issued a press release relating to the completion of the acquisition of SFE Group, which press release is furnished as
Exhibit 99.1 hereto.
The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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| Item 8.01. |
Other Events
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As contemplated by the Merger Agreement, on the Closing Date, the Company and each of three executives of SFE Group entered into separate agreements
providing that an aggregate of approximately $10.9 million of the cash merger consideration to be paid to such executives (or entities through which such executives held equity interests in SFE Group) shall be deposited in an escrow account and
applied to purchase, on behalf of each such executive, shares of Class A common stock of the Company in open market transactions. Such agreements require such executives to purchase such shares in collective compliance with Rule 10b-18 under the
Exchange Act within a 15 trading day period following the completion of the Merger at such time as the Company is not in a blackout period. Such agreements further provide restrictions on the ability of such executives to sell or otherwise transfer
such purchased shares for a period ending on the third anniversary of the Closing Date.
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Item 9.01
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Exhibits
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Financial Statements of Businesses Acquired
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As permitted under Item 9.01(a)(3) of Form 8-K, the required financial statements will be filed by an amendment to this Current Report on Form 8-K no
later than the date specified by Item 9.01(a)(4).
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Pro Forma Financial Information
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As permitted under Items 9.01(a)(3) and 9.01(b) of Form 8-K, the required pro forma financial information will be filed by an amendment to this Current
Report on Form 8-K no later than the date specified by Item 9.01(a)(4).
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Exhibits
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Exhibit No.
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Description
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Agreement and Plan of Merger dated as of July 7, 2026 by and among Enerpac Tool Group Corp., Rodeo Merger Sub, LLC, Specialized Fabrication Equipment Group LLC, and SFEG Holdings,
Inc., solely in its capacity as Equityholders Representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 9, 2026)
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First Amendment to Agreement and Plan of Merger dated as of October 27, 2026 by and among Enerpac Tool Group Corp., Rodeo Merger Sub, LLC, Specialized Fabrication Equipment Group
LLC, and SFEG Holdings, Inc., solely in its capacity as Equityholders Representative (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on October
28, 2026)
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Press release dated October 28, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: October 28, 2026
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ENERPAC TOOL GROUP CORP.
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By:
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/s/ Darren M. Kozik
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Darren M. Kozik
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Executive Vice President and Chief Financial
Officer
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4
Exhibit 99.1
648 N. Plankinton Avenue
Milwaukee, WI 53203
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Immediate Release
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Contact:
Christian Audi
Senior Director, Investor Relations
christian.audi@enerpac.com
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ENERPAC TOOL GROUP COMPLETES ACQUISITION OF SFE GROUP,
EXPANDING PORTFOLIO OF PREMIUM INDUSTRIAL TOOL BRANDS
Highlights
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Enerpac Tool Group has completed the previously announced acquisition of Specialized Fabrication Equipment Group LLC.
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The acquisition will expand Enerpac's exposure to high-growth end markets.
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SFE Group generated approximately $170 million of sales and approximately $44 million of adjusted EBITDA1 for the trailing twelve months ended March 31, 2026.
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The acquisition is expected to be accretive to fiscal 2027 adjusted EPS2.
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MILWAUKEE, WI, October 28, 2026 – Enerpac Tool Group Corp. (NYSE:
EPAC) (“Enerpac” or the “Company”) today announced that it has completed its previously announced acquisition of Specialized Fabrication Equipment Group LLC (“SFE Group”), a global provider of specialized fabrication, welding, portable machining,
and material-handling equipment.
The acquisition, which was announced on July 7, 2026, strengthens Enerpac’s position as a premier industrial tools, services, technology, and solutions provider. SFE
Group operates a portfolio of 12 established brands, including Climax, B&B Sumner, and Axxair.
“We are pleased to welcome the SFE Group team to Enerpac,” said Paul Sternlieb, President and Chief Executive Officer of Enerpac Tool Group. “SFE Group is an
exceptional business with premium brands, strong margins, complementary products, and a proven track record of growth. The combination expands our addressable market and strengthens our capabilities in several attractive industrial applications, to
create value for our customers, employees, and shareholders.”
“We are excited to join Enerpac Tool Group and begin the next chapter for SFE Group,” said Vinay Varma, President, SFE. “Enerpac’s global reach, technical
capabilities, and operational resources provide a strong platform for our continued growth. Together, we are well positioned to deliver even greater value to our customers and partners while continuing to invest in our people, products, and
innovation.”
1 Adjusted to exclude items in a manner comparable to Enerpac’s presentation of its
adjusted EBITDA in its announcements of financial results.
2 Adjusted for transaction costs, integration costs, and noncash acquisition-related
charges.
Transaction Details
Enerpac acquired SFE Group from SFEG Holdings, Inc., a portfolio company of Gladstone Investment Corporation, for a purchase price of approximately $472 million,
consisting of approximately $452 million in cash, subject to customary closing adjustments, and $20 million of equity awards granted in lieu of certain transaction bonuses, as described below under “Inducement Awards.” The 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. The Company estimates transaction costs of approximately $8 million and integration costs of $10 million to $14 million.
The transaction was funded with cash on hand, an expanded $300 million term loan, and borrowings under a new $550 million revolving credit facility. The new senior
credit facility, which closed on October 16, 2026, is a five-year facility totaling $850 million, with an accordion option of up to an additional $425 million that provides further capacity for future M&A. Enerpac’s estimated ratio of net
debt-to-adjusted EBITDA3 upon the closing of the acquisition, giving effect to the acquisition and borrowings and the application of cash to fund the acquisition, is approximately 2.3 times.
Inducement Awards
The Company will grant equity awards with an aggregate value of approximately $21.2 million to 14 senior employees of SFE Group (none of whom are expected to become
executive officers of the Company) as inducement awards pursuant to New York Stock Exchange Listing Rule 303A.08. Of this amount, $20.0 million is being granted in lieu of certain transaction bonuses that would otherwise have been payable at
closing by Gladstone. The number of units subject to the awards will be based on the closing price of the Company’s Class A common stock as of today. The awards consist of (1) restricted stock units (“RSUs”) that will cliff vest on the third
anniversary of the grant date; (2) RSUs that will either cliff vest on the first anniversary of the grant date or vest over three years in equal annual installments; (3) performance stock units (“PSUs”) that will cliff vest on the third anniversary
of the grant date based on achievement of certain performance metrics over such three-year period; and (4) performance-based RSUs, which will be granted upon achievement of the SFE Group calendar year 2026 budgeted EBITDA target and then vest three
years thereafter. The inducement awards will be granted under the Company’s Inducement Equity Incentive Plan, which was adopted by the Company’s Board of Directors on August 26, 2026.
Conference Call Information
In conjunction with fourth quarter fiscal 2026 earnings, which will be released after the market closes on October 28, 2026, an investor conference call is scheduled
for 7:30 am CT on October 29, 2026. Webcast information and conference call materials, including an earnings presentation, will be available on the Investor Relations website (https://ir.enerpactoolgroup.com/).
3. Calculated in accordance with the terms of the Company’s senior credit facility closed
on October 16, 2026. The estimated net leverage ratio is based on estimates of the Company’s consolidated net debt at closing following the acquisition, reflecting the application of cash and borrowings at closing to fund the acquisition, and of
the Company’s adjusted EBITDA for the twelve months ended August 31, 2026 plus an additional $44M of adjusted EBITDA to reflect the pro forma contribution of SFE Group.
Safe Harbor Statement
Certain of the above comments represent forward-looking statements made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. Such forward-looking statements are subject to inherent risks and uncertainties that may cause actual results or events to differ materially from those contemplated by such forward-looking statements. Statements with
respect to the anticipated post-closing contributions of SFE Group to the Company’s consolidated results are subject to risks and uncertainties that include, but are not limited to: the ultimate outcome, benefits and synergies of the acquisition of
SFE Group and future financial performance, including revenues, cash flows, operating expenses and profitability, which involve risks and uncertainties, and are subject to change based on various important factors; risks that the acquisition
disrupts current plans and operations of Enerpac Tool Group or SFE Group; the risk that disruptions from the transaction may make it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and
maintaining relationships with SFE Group’s customers, distributors, vendors and others with whom it does business; and the impact of changes in relevant national and regional economies. Enerpac Tool Group disclaims any obligation to publicly update
or revise any forward-looking statements as a result of new information, future events or any other reason, except to the extent required by law.
About Enerpac Tool Group
Enerpac Tool Group Corp. is a premier industrial tools, services, technology, and solutions provider serving a broad and diverse set of customers and end markets for
mission-critical applications in more than 100 countries. Its tools and services make complex, often hazardous jobs possible safely and efficiently. The Company delivers mission-critical solutions across high-pressure hydraulics,
precision-controlled force, lifting and positioning, pipe preparation, orbital welding and cutting, and on-site services for industrial customers worldwide. Founded in 1910, the Company is headquartered in Milwaukee, Wisconsin, and its common stock
trades on the NYSE under the symbol EPAC. For more information, visit www.enerpactoolgroup.com.
About SFE Group
SFE Group is a global industrial equipment company focused on pipe fabrication, welding, machining, and maintenance tools. It was formed in 2019 through the merger of
three established brands and subsequent acquisitions to include Climax, B&B Sumner, Axxair, Sumner Material Lifts, TAG, Mathey Dearman, Magnatech, Bortech, Fit-Up Pro, H&S Tool, PPM, and Calder. SFE Group serves industries such as aerospace
and defense, power generation, semiconductor and data centers, oil and gas, manufacturing, utilities, maritime and shipping, mining, and transportation. It is based in Houston, Texas with approximately 350 employees globally at five production
facilities and seven rental depots. For further information on SFE Group and its businesses, visit their website at www.sfe-brands.com.