acquisition of ipc group · tennant to acquire ipc group strategic move that aligns with growth...
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TENNANTCO.COM
Expanding reach & scale in EMEA
Acquisition of IPC Group
February 2017
Tennant to Acquire IPC GroupStrategic move that aligns with growth aspirations• The acquisition of IPC Group (“IPC”) increases presence and builds scale for Tennant in key European countries, and gives IPC opportunity to expand
• Vast majority of IPC’s business is in Europe translating to minimal overlap and addressing a gap in Tennant’s current geographic coverage
• Under Tennant’s ownership, IPC will have the opportunity to grow significantly in the Americas and APAC
• Complementary business to Tennant makes combination attractive
• Offers access to distributor base in Europe
• IPC sells primarily through distribution and there is little overlap between distribution systems
• Great complement to Tennant’s direct model
• Expands Tennant’s product offering
• Tennant is strong in the premium segment and IPC is strong in the mid-tier market
• IPC’s vacuum business expands Tennant’s essentials product line
• Addition of attractive tools and power washers business
• Provides impressive management team to oversee European growth strategy
• Key management of IPC to join the Tennant team
Attractive value creation for shareholders
• Pro Forma1 Revenue of $1.0 billion and Adj. EBITDA of $115 million (excluding expected cost synergies) for the twelve months ended December 2016
• Highly attractive combined organic growth and return profile
• Strategic acquisition with attractive synergies
• Efficient use of Tennant’s balance sheet with PF Net Leverage <3.0x
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1Pro forma revenue and EBITDA are for the combined company and are adjusted to 1) exclude any one-time costs and 2) normalize acquisitions completed during 2016.
IPC Group Overview
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Revenue by Geography
Key Facts and Figures
Geographic Coverage
IPC Group produces machines and equipment for the professional cleaning sector
— Cleaning machines: floor sweepers and scrubbers, vacuum cleaners, high-pressure washers and related aftermarket parts and services
— Cleaning tools and supplies: trolleys, window cleaning tools and consumables
2016A Revenue: €192mm
2016A Adjusted EBITDA: €28mm (~14% margin)
4 manufacturing plants; 11 international branches with sales to over 100 countries
~1,000 Employees
EagleEagan, Minnesota
Industria e ComercioPinhais Parana
Cleaning EspañaBarcelona
ICAÉpône Cedex
Soteco BeneluxWommelgem
GansowUnna
Foma NorgeLanghus
China Trade CorporationFo Shan, Guangdong
Western Floor PVTNew Delhi
2016A Revenue Mix
2016A Revenue by Product
2016A Revenue by Type
Sweepers & Scrubbers42%
Vacuum Cleaners21%
Cleaning Tools and Supplies
19%
High Pressure18%
Machinery59%
Machinery Aftermarket22%
Tools and Supplies19%
EMEA
80%
Americas
11%
RoW
9%
Overview of IPC Group Product Portfolio
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Equipment
IPC Sweepers and Scrubbers
IPC Pressure Washers
IPC Vacuum Cleaners
IPC Tools
Ride On Walk-Behind
ScrubberSweeperScrubberSweeper
Dry Wet & Dry Industrial
Hot Water Cold Water
Hydro-cleaners with high temperature water jets and internal heaters
Hydro-cleaners with cold water jets
Trolleys Mops and Cloths
Carts formanual tools
Window and mirrorsurface cleaning
Surface and
floor cleaning
Dry Vacuum Cleaners: 750W to 1,400W
Wet & Dry Vacuum Cleaners: 1,300W to 3,600W
Single motor to three motor models
Scrubbers: 15L to 230L (tank size)
Sweepers: 460mm to 1,200mm (brush size)
Multiple Power Systems: Electric cables, batteries, diesel, petrol and hybrid
Range of 2.5HP to 13HP
— Diesel versions up to 900 liters per hour
— Gasoline versions up to 1,260 liters per hour
IPC Group sells its products under the brand names IPC, IPC Foma, IPC Eagle, IPC Gansow, ICA, Vaclensa, Portotecnica, Sirio and Soteco, Readysystem, Euromop, and Pulex.
Summary of Transaction TermsTennant has entered into an agreement to acquire IPC Group
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1 Subject to standard closing adjustments.2 Inclusive of €12 million in run-rate cost synergies.
Consideration
€330 million cash transaction¹
11.9x multiple of 2016A EBITDA excluding synergies
8.3x multiple of 2016A EBITDA including synergies²
Expected FinancialBenefits
The transaction is expected to be earnings accretive to 2018 full year
Annual cost synergies of ~€12 million expected to be achieved by 2019
Cost to achieve estimated to be equivalent to 1 year of run-rate synergies
Similar attractive cash flow generation and operating leverage model as Tennant
Financing
Fully committed financing in place from Goldman Sachs and JP Morgan
Utilizes strength of Tennant’s balance sheet
Expect <3.0x net debt to adjusted EBITDA ratio
Closing Expect closing during early Q2 2017
Transaction is subject to customary closing conditions, including regulatory clearances