Houston-based Forum Energy Technologies (NYSE: FET) announced a definitive agreement to acquire Variperm Energy Services in a transformative $210 million deal. The acquisition is expected to significantly boost FET’s revenues, profitability, and exposure to critical global energy production.
Under the terms of the agreement, FET will pay $150 million in cash and issue 2 million shares of FET common stock to acquire Variperm. This reflects a total valuation of approximately 3.7 times Variperm’s trailing 12-month EBITDA. The deal is projected to close in January 2024, subject to customary closing conditions and Canadian regulatory approval.
Variperm is a leading manufacturer of customized downhole solutions and sand/flow control products for heavy oil applications. Headquartered in Calgary, Canada, the company has 290 employees across eight North American locations. Variperm has been backed by private equity firm SCF Partners since 2014.
“We are excited to have Variperm join the FET family,” said Neal Lux, President and CEO of FET. “Variperm’s differentiated technology and strong position with blue-chip customers establishes FET as a key global partner for producers.”
Significantly Accretive Deal
FET expects the acquisition to be highly accretive, transforming its profitability, margins and scale.
On a combined trailing 12-month basis as of September 30, 2023, FET projects total revenues increasing 17% to $873 million. Adjusted EBITDA is expected to surge 77% to $121 million, reflecting a 470 basis point improvement in EBITDA margins to 14%.
The deal is also expected to drive substantial increases in operating cash flow, free cash flow, and earnings per share. FET anticipates ample liquidity and balance sheet flexibility even after closing, with net leverage of only 1.9x EBITDA.
Complementary Offerings & Global Reach
Importantly, Variperm’s product portfolio directly complements FET’s existing artificial lift and downhole solutions. This creates cross-selling opportunities and enables FET to offer integrated solutions.
FET can also leverage its extensive global infrastructure and footprint spanning over 50 countries to expand Variperm’s customer reach worldwide. This includes critical energy markets in the Middle East.
Neal Lux commented, “Variperm’s strong position with blue-chip customers further establishes FET as a key global partner for producers. The acquisition also broadens FET’s exposure to one of the most critical sources of global energy production and security.”
Financing & Liquidity
FET plans to fund the $150 million cash portion of the acquisition through existing cash on hand and borrowings under its revolving credit facility. FET may also utilize a $60 million seller term loan from Variperm’s existing PE owners.
In conjunction with the deal, FET has amended its credit facility to increase revolving commitments by $71 million to $250 million. The amended facility also extends maturity to September 2028 and permits the Variperm acquisition.
At close, FET expects to have net leverage of 1.9x EBITDA and liquidity of approximately $142 million to fund operations and future growth. The company anticipates rapidly deleveraging to 1.0-1.3x by end of 2024 based on free cash flow generation.
The strategic Variperm acquisition solidifies FET’s standing as a leading provider of solutions for the global oil & gas industry. By augmenting its portfolio, boosting profitability, and expanding its customer base, FET has set the stage for continued growth and success.
