Comfort Systems USA,Inc. (NYSE:FIX) Files An 8-K Entry into a Material Definitive Agreement

Comfort Systems USA,Inc. (NYSE:FIX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a material Definitive
Agreement.

On February21, 2017, Comfort Systems USA,Inc. (the Company)
entered into a Stock Purchase Agreement (the Purchase Agreement)
with BCH Holdings,Inc., a Florida corporation (BCH), the holders
of all the outstanding securities of BCH (collectively, the
Selling Shareholders) and Daryl W. Blume, as representative of
the Selling Shareholders, to which the Company will acquire all
of the outstanding securities of BCH.

to the Purchase Agreement, at the closing of the transaction, the
Company has agreed to pay to the Selling Shareholders an initial
aggregate purchase price comprised of approximately $85.7 million
payable in cash subject to working capital and certain other
adjustments set forth in the Purchase Agreement, and $14.3
million aggregate principal amount of unsecured promissory notes
(the Notes) in favor of the Selling Shareholders bearing interest
at a rate of 3% per annum and maturing on the fourth anniversary
of the closing of the transaction. In addition, the Purchase
Agreement provides for an additional earn-out amount to become
payable by the Company to the extent that BCHs EBITDA (as defined
in the accompanying earn-out agreement) during each of the years
following the closing of the transaction through December31, 2021
exceeds certain thresholds (the Earn-Out Payments). The Notes and
the Earn-Out Payments will be subject to offset by the Company in
respect of any indemnity claims made to the Purchase Agreement.
The Purchase Agreement contains customary representations,
warranties, covenants and indemnities. The closing of the
transaction is subject to customary closing conditions.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which is filed as
Exhibit2.1 hereto and is incorporated herein by reference.

The Purchase Agreement and the above description have been
included to provide investors with information regarding the
terms of the Purchase Agreement. They are not intended to provide
any other factual information about the Company, BCH or their
respective subsidiaries or affiliates. The representations,
warranties and covenants contained in the Purchase Agreement were
made only for purposes of those agreements and as of specific
dates, were solely for the benefit of the parties to the Purchase
Agreement, and may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures
made by each contracting party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. Investors should be aware that the
representations, warranties and covenants or any description
thereof may not reflect the actual state of facts or condition of
the Company, BCH or any of their respective subsidiaries,
affiliates or businesses. Moreover, information concerning the
subject matter of the representations, warranties and covenants
may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in
public disclosures by the Company or BCH. Accordingly, investors
should read the representations and warranties in the Purchase
Agreement not in isolation but only in conjunction with the other
information about the Company and BCH and their respective
subsidiaries that the Company includes in reports, statements and
other filings that it makes with the U.S. Securities and Exchange
Commission.

Item 7.01 Regulation FD
Disclosure.

On February23, 2017 the Company issued a press release. A copy of
the press release is furnished as Exhibit99.1 to this Current
Report on Form8-K.

The information included in this Current Report on Form8-K under
this Item 7.01 (including Exhibit99.1 hereto) is being furnished
and shall not be deemed to be filed for the purposes of Section18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of Section18, nor shall it be
incorporated by reference into a filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except as shall be expressly set forth by specific
reference in such filing. The information included in this
Current Report on Form8-K under this Item 7.01 (including
Exhibit99.1 hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely to
satisfy the requirements of Regulation FD.

About Comfort Systems USA, Inc. (NYSE:FIX)
Comfort Systems USA, Inc. is a provider of mechanical contracting services, which principally includes heating, ventilation and air conditioning (HVAC), plumbing, piping and controls, as well as off-site construction, electrical, monitoring and fire protection. It installs, maintains and repairs products and systems throughout its approximately 35 operating units in 81 cities and 89 locations throughout the United States. It operates primarily in the commercial, industrial and institutional HVAC markets and offers services for the industrial, healthcare, education, office, technology, retail and government facilities. It provides a range of construction, renovation, expansion, maintenance, repair and replacement services for mechanical and related systems in commercial, industrial and institutional properties. Its installation business related to newly constructed facilities involves the design, engineering, integration, installation and start-up of mechanical and related systems. Comfort Systems USA, Inc. (NYSE:FIX) Recent Trading Information
Comfort Systems USA, Inc. (NYSE:FIX) closed its last trading session down -0.85 at 32.85 with 82,593 shares trading hands.