Transaction Overview - Gibraltar is set to acquire OmniMax International for a base purchase price of $1.335 billion in cash[13] - The effective multiple is 8.4x OmniMax's expected 2025 adjusted EBITDA, run rate synergies of $35 million, and cash tax benefits of approximately $100 million[13] - The combined company is expected to have adjusted revenue of more than $1.7 billion for 2025[13] Financial Impact and Synergies - The acquisition is expected to be immediately accretive to adjusted EBITDA margin and cash flow, with further upside from synergies[12, 13] - It is also expected to be accretive to adjusted EPS in the first full fiscal year post-close[12, 13] - Gibraltar expects to achieve $35 million of cost synergies by the end of Year 3[13, 35] Balance Sheet and Deleveraging - New term loans of up to $1.3 billion and an upsized revolving credit facility to $500 million will finance the transaction[13] - Net leverage post-transaction is expected to be 3.7x, inclusive of anticipated cost synergies[13, 42] - Gibraltar targets a leverage range at or below 2.0x - 2.5x within 24 months after closing[13, 42] Strategic Benefits - The combination optimizes Gibraltar's portfolio and expands its presence in the largest and highly profitable residential segment[10, 41] - It effectively doubles building products revenue and creates a more optimal platform for future performance[12, 41] - The acquisition creates new opportunities in existing swim lanes with a complementary footprint[12, 41]
Gibraltar Industries (NasdaqGS:ROCK) Earnings Call Presentation