ACQUISITIONS

3 Months Ended

Jan. 31, 2024

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

Acquisition of RavenVolt

On September 1, 2022, we completed the acquisition of all of the equity interests of RavenVolt, Inc. (“RavenVolt”), a nationwide provider of advanced turn-key microgrid systems utilized by diversified commercial and industrial customers, national retailers, utilities, and municipalities. RavenVolt’s operations are included within our Technical Solutions segment. The transaction met the definition of a business combination. We applied the acquisition method of accounting.

The initial purchase price for the acquisition was approximately $170.0 million in cash at closing (subject to customary working capital and net debt adjustments) plus the potential of post-closing contingent consideration of up to $280.0 million. The post-closing contingent consideration is payable in cash in calendar years 2025 and 2026 if RavenVolt’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”), as defined in the RavenVolt merger agreement, meets or exceeds certain defined targets. Such targets for calendar year 2023 were not achieved, and as a result, no contingent consideration payment was made for calendar 2023. The maximum contingent consideration that is payable in calendar years 2025 and 2026 is $75.0 million and $130.0 million, respectively. If the EBITDA achieved for calendar years 2023–2025 cumulatively meets the defined EBITDA targets, the entire $280.0 million would be paid in calendar year 2026, minus any earn-out payments made in 2025. The estimate of the fair value of the contingent consideration on the date of acquisition was $59.0 million.

At January 31, 2024, the estimate of the fair value of the contingent consideration was $13.4 million. There was no material change in the fair value of the contingent consideration during the three months ended January 31, 2024. In 2023, we completed the acquisition accounting.

Acquisition of Momentum

Effective April 7, 2022, we acquired Maybin Support Services Limited, Momentum Support Limited (UK), and Momentum Property Support Services Limited (collectively “Momentum”), a leading independent provider of facility services, primarily janitorial, across the Republic of Ireland and Northern Ireland, for a purchase price of approximately $54.8 million. In 2023, we completed the acquisition accounting.