KEWAUNEE SCIENTIFIC CORP /DE/ (KEQU) Form 8-K — Nov 2, 2026
Kewaunee Scientific (KEQU) has signed a Securities Purchase Agreement to acquire NYCOM, Inc. for an aggregate purchase price of $55,000,000, subject to customary EBITDA and working capital adjustments. The consideration structure includes $30,000,000 in cash at closing (funded in part by debt financing from PNC Bank), a $20,000,000 subordinated seller note, and $5,000,000 of newly issued Kewaunee common stock subject to a 12-month lock-up, plus a $1,000,000 escrow. The deal includes a earn-out-style mechanism: the seller can recover up to five times any excess of target EBITDA over actual adjusted EBITDA if NYCOM's 2027 adjusted EBITDA reaches $9,300,000.
Key figures
- Debt Amount
- 30000000
- Cash Position
- 0
- Deal Value Usd
- 55000000
- Interest Rate
- 0
- Gross Proceeds
- 0
- Offering Price
- 0
- Shares Offered
- 0
- Shares Outstanding
- 0
- Outside date
- 2027-03-31
- Escrow amount usd
- 1000000
- Cash at closing usd
- 30000000
- Stock lockup months
- 12
- Seller note amount usd
- 20000000
- Stock consideration usd
- 5000000
- Excess adjusted ebitda usd
- 11000000
- Target adjusted ebitda usd
- 9300000
- Termination ebitda threshold usd
- 8000000
- Target adjusted net working capital usd
- 21102000
AI analysis
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