Archrock agrees to buy HiVolt for up to $450 million

Archrock, which trades as AROC, and HiVolt Energy Holdings have announced an all-cash merger valued at up to $450 million. The November 10 agreement is not a completed sale, and the merger filing expects a close in 2027's first quarter.

Cash due at close is $415 million. The release adds up to $35 million in earnout incentives tied to commercial milestones, which is how the companies reach an announced aggregate of up to $450 million. The filing starts from that $415 million purchase price and then adjusts it for working capital, indebtedness, cash, unpaid deal costs, certain capital spending, and scheduled items.

The earnout is an employee incentive plan. Selected HiVolt staff can earn cash across fiscal 2027, 2028, and 2029, with a cap of $35.0 million in total. A year's payment depends on HiVolt's adjusted gross margin and that person's bonus share. Sums that are earned are scheduled for July 2028, July 2029, and July 2030, and the filing treats them as compensation expense rather than as part of the stated purchase price.

The filing targets a close in 2027's first quarter. Conditions include the end of applicable Hart-Scott-Rodino waiting periods, accuracy of the parties' representations, and no continuing material adverse effect on HiVolt. Either side can exit if the close has not happened within 120 days of November 10, 2026, unless that outside date is extended. The release describes the same window as early 2027, and Archrock's board approval is already on the record.

Archrock plans to draw the $415 million from its asset-based loan facility. The company expects the transaction to be debt-free and expects pro forma leverage to stay inside a stated target of 3.0 times to 3.5 times. It also expects the purchase to add to earnings per share and to cash available for dividends, measured per share, right away. Those lines are forecasts, not reported results.

HiVolt would remain a separate segment under Josh Evans. The company reports more than 80 megawatts of contracted prime-power capacity, on capacity-based agreements whose first terms run five to eight years. It also reports secured access to more than 500 megawatts of generation equipment for the near term, built around Caterpillar engines. Archrock plans to keep the Midland, Texas base and to widen that footprint nationwide.

The valuation multiple is a company projection. Archrock puts the upfront price, plus earnout paid through 2028, at about 6.1 times the midpoint of a projected 2028 adjusted EBITDA band of $70 million to $75 million. Roughly 70 percent of that band is tied to work that is already operating, contracted, or awarded. A GAAP net income figure for the assets is absent, and a reconciliation is described as unavailable without unreasonable effort.