Mirion Technologies Inc.
09/24/2025 | Press release | Distributed by Public on 09/24/2025 05:48
Material Event (Form 8-K)
Item 8.01. Other Events.
Acquisition of Paragon Energy Solutions
On September 24, 2025, Mirion Technologies, Inc., a Delaware corporation ("Mirion"), entered into an Equity Purchase Agreement (the "Equity Purchase Agreement") with WCI-Gigawatt Intermediate Holdco, LLC ("Paragon") and WCI-Gigawatt Holdco, LLC (the "Seller"). Pursuant to the Equity Purchase Agreement, and upon the terms and subject to the conditions thereof, Mirion will acquire all of the issued and outstanding equity interests of Paragon for $585 million in an all-cash transaction (the "Acquisition"). The purchase price is subject to working capital and other customary purchase price adjustments. The Equity Purchase Agreement includes customary representations, warranties and covenants of Mirion, Paragon and the Seller. The closing of the Acquisition is subject to customary closing conditions, including: (i) expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and receipt of approval from the U.S. Nuclear Regulatory Commission related to the transfer of a nuclear export license, (ii) the absence of any law, injunction or other governmental order that prohibits the consummation of the Acquisition; and (iii) other customary closing conditions, including the accuracy of the parties' representations and warranties (subject to certain materiality qualifications) and each party's compliance with its covenants and agreements contained in the Equity Purchase Agreement. To backstop the financing of the Acquisition, Mirion has obtained $585 million in incremental term loan commitments from Goldman Sachs Lending Partners LLC ("Goldman Sachs") pursuant to a debt commitment letter (the "Debt Commitment Letter"). The obligation of Goldman Sachs to provide such debt financing is subject to the satisfaction (or waiver) of certain closing conditions described in the Debt Commitment Letter, including, without limitation, the execution of the definitive financing documents, the consummation of the Acquisition, no material adverse effect having occurred with respect to Paragon and its subsidiaries, payment of required fees, delivery of customary financial reporting information, and accuracy of specified representations and warranties. Pursuant to the Equity Purchase Agreement, the Seller is required to use commercially reasonable efforts to provide Mirion with customary cooperation in connection with the debt financing.
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