Gibraltar Industries announced it has completed its all-cash acquisition of OmniMax International from funds managed by Strategic Value Partners, valuing the transaction at $1.335 billion, subject to customary adjustments. The company said the deal will close after it receives the required regulatory approvals and satisfies the customary closing conditions.
Gibraltar positioned the transaction as a major acceleration of its building products growth strategy, saying the combination expands its presence in its largest and most profitable residential segment and creates a more efficient operating platform. Gibraltar now expects its Residential segment to account for more than 80% of total revenue and adjusted EBITDA, which it said will further position the company as a scaled platform in residential building products.
The company said the acquisition is expected to be immediately accretive to EBITDA margin and cash flow and accretive to adjusted EPS within the first full fiscal year after closing. Gibraltar also outlined a synergy plan that it said includes $27 million in cost synergies, along with cash flow and working capital savings, with a path to deleveraging to 2.0 to 2.5x within 24 months of close and $35 million in cost synergies by the end of year three.
OmniMax is a leader in residential roofing accessories and rainwater management solutions, with a portfolio of brands that includes Amerimax, Berger, Flamco, Verde, Millennium Metals, Nu-Ray Metals, and Hancock Enterprises. The company operates manufacturing sites across the U.S. and Canada and maintains relationships with major building-products distributors and home-improvement retailers. Gibraltar said OmniMax remains on track with respect to expected performance.
To finance the deal, Gibraltar said it entered into new senior secured term loan facilities totaling $1.3 billion and a new, upsized $500 million revolving credit facility, using proceeds from the term loans, borrowings under the revolver, and cash on hand to fund the acquisition and pay related fees and expenses.
Support: Perella Weinberg and BofA Securities served as its financial advisors, with Wachtell, Lipton, Rosen & Katz as legal counsel. OmniMax’s advisors were Rothschild & Co. as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison as legal counsel.
KEY QUOTES
“We heartily welcome OmniMax’s talented management and operating teams and valued customer base to Gibraltar. The combination of our complementary brands, product portfolios, and footprints expands our presence in our largest and highly profitable residential segment, creates a more optimal operating platform, and opens new opportunities in our existing swim lanes, leapfrogging our building products growth strategy ahead by years. We now anticipate the Residential segment will represent over 80% of our total revenue and adjusted EBITDA, positioning Gibraltar as a scaled, high-performing platform in residential building products.
“We have assembled an experienced integration team and are now diving into our plan to deliver $27 million of cost synergies, strong cash flow and working capital savings with a clear path to deleveraging to 2.0 – 2.5x within 24 months and $35 million of cost synergies by the end of year three. We are very excited about this transformational opportunity and look forward to bringing additional value and enhanced experience to our combined customers.”
Bill Bosway, Chairman and Chief Executive Officer, Gibraltar Industries, Inc.
“The closing of this transaction represents an exciting new chapter for OmniMax. By joining Gibraltar, we gain access to a broader operating and customer platform, enhanced resources for innovation, and expanded distribution capabilities. Our teams are committed to seamlessly integrating with Gibraltar while maintaining the quality, reliability, and customer service that our partners and end-users expect from us.”
John Krause, Chief Executive Officer, OmniMax International
