Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Equity Interest Purchase Agreement
On April 11, 2025, Lion Power Services LLC (“Lion”), a subsidiary of the Company, entered into an Equity Interest Purchase Agreement (the “Agreement”), as the seller, with Peak Utility Services Group, Inc. (“Peak”), as the buyer, pursuant to which Lion sold all equity interests in its wholly-owned subsidiaries 5 Star, Higher Power and Python (the “Transaction”). The Transaction was completed simultaneously with the signing of the Agreement on April 11, 2025.
The aggregate sales price in connection with the Transaction was approximately $108.7 million, subject to customary post-closing adjustments. Of the $108.7 million, $98.3 million was paid to Lion and the remaining $10.4 million was deposited into an escrow account for the purposes of funding post-closing adjustments for at least ninety days and indemnified liabilities until at least May 15, 2026. The Agreement includes customary representations, warranties and covenants by the parties. In addition, the Agreement provides for customary indemnification rights with respect to a breach of a representation, warranty or covenant by either party, subject to customary thresholds and caps on liability.
Under the terms of the Agreement, Phil Lancaster, the Company’s current Chief Executive Officer (“CEO”), will become an employee of Peak upon the earlier of July 1, 2025, or appointment of a successor CEO. The Company’s board of directors has initiated a search to identify a successor CEO and Mr. Lancaster will continue to serve as Mammoth’s CEO in the interim.
The results for the divested entities are included in the Company’s Infrastructure segment. The Company determined the divested entities did not meet held for sale criteria at March 31, 2025. The Company will report the results of the divested entities as discontinued operations in its unaudited condensed consolidated financial statements beginning in its Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2025.
Revolving Credit Agreement Amendment
As previously discussed, on April 11, 2025, the Company entered into an amendment to its revolving credit facility with Fifth Third Bank. See Note 10 for a detailed description of the amendment.
Aircraft Purchase Agreement On April 3, 2025, Cobra Aviation entered into an agreement with a third-party seller whereby it purchased eight small passenger aircraft, which are currently under lease with a commuter airline, for an aggregate amount of approximately $11.5 million.
|