Stock and BMC sell a merger
Pointing to charts with headlines such as “Compelling Strategic Combination” and “Highly Attractive Financial Profile,” executives from Stock Building Supply and BMC spelled out the advantages to their blockbuster merger plans during a investors call this week.
The two companies announced plans for a merger on Wednesday morning, describing the creation of a national building materials distribution platform with more than $2.7 billion in combined sales.
Announcment of the Stock-BMC deal follows less than two months a similar combination of even larger companies: Builders FirstSource and ProBuild Holdings.
Some of the positive factors that were described by Buidlers FirstSource during its acquisition announcement were also present in the Stock-BMC discussion. For instance, advantageous timing relative to the housing market recovery, and also a highly complementary footprint.
BMC brings strong presence in attractive markets in the West, Texas and the Southeast, while Stock — which has roots as Carolina Holdings — brings significant presence in the mid-Atlantic states. (See map.) With the merger, presence increases from 21 to 42 metropolitan areas. And the locations in 17 states represent 63% of 2014 single-family building permits.
As for timing, BMC and Stock referred to the housing starts data showing the long term average of annual housing starts at 1,449,000 — well above the figure recorded in each of the last seven years. That data sets the stage for a “leading building products distributor well positioned to grow profitably through the U.S. housing recovery and beyond.”
The Stock-BMC merger, expected to close in the fourth quarter of 2015, would propel the new entity to the number-two spot among LBM distributors, a distant second to the coimbined ProBuild and Builders FirstSource.
Blockbuster: Stock and BMC to merge
Stock Building Supply Holdings, Inc. and Building Materials Holding Corporation ("BMC"), today announced the signing of a definitive merger agreement under which the two companies will combine in an all-stock transaction. The combined company is expected to have an implied pro forma enterprise value of $1.5 billion.
According to the release announcing the merger, the transaction will create a premier provider of lumber, diversified building products and construction services with over $2.7 billion in pro forma 2014 revenues and enhanced product and service offerings. The combined company will have expanded geographic reach in attractive, fast-growing regions across the United States, innovative technology capabilities and deep industry expertise to drive profitable growth and provide leading customer service.
The new entity will be based in Atlanta, and led by BMC CEO Peter Alexander, with executives from Stock and BMC serving in high executive posts. The plan is for the yards to continue to operate under their current banners after the merger.
Among the numerous benefits cited:
• An enhanced growth, margin and return profile.
•A strong balance sheet and significant cash flow to support long-term strategic growth in a highly fragmented industry.
•Significant and achievable synergy potential rising to $30 – $40 million annually within two years.
•An expanded footprint from 21 to 42 metropolitan areas, principally in the fast-growing South and West regions.
•A shared deep commitment to providing solutions to customers while delivering a broad range of quality products and services.
•Projected accretion to Stock Building Supply's earnings per share in the first full year following close of the transaction.
"We expect this compelling strategic merger will provide significant benefits for customers, shareholders, suppliers and associates of both companies," said Jeff Rea, President and Chief Executive Officer of Stock Building Supply. "The continuing recovery of the U.S. housing market is expected to generate strong demand for building materials, services and solutions, and together we believe BMC and Stock Building Supply are better positioned to capitalize on this opportunity. Upon close of this transaction, I look forward to continuing on our board to support the combined company and have great faith in the combined leadership team's ability to create significant shareholder value by accelerating the implementation of our common strategies."
Peter Alexander, BMC's Chief Executive Officer, said, "We are very pleased to be uniting two leading companies with complementary strategies, products and services; a shared commitment to superior customer experiences; strong internal performance-based cultures and operations in high-demand geographies. The combination of our two highly complementary platforms will enhance our ability to provide customers with best-in-class products and services across an expanded geographic footprint. We have great respect for what the team at Stock Building Supply has accomplished and upon close of this transaction, I look forward to leading the combined team as we enter the next exciting phase of our transition and the ability to fund our growth."
Under the terms of the agreement, which has been unanimously approved by the Board of Directors of both companies, BMC shareholders will receive 0.5231 newly issued Stock Building Supply shares for each BMC share. Upon the closing of the transaction, BMC shareholders will own approximately 60% of the merged entity, with Stock Building Supply shareholders owning approximately 40%. The transaction is structured to be tax-free to the shareholders of both companies, and is expected to close in the fourth quarter of 2015, subject to approval by both Stock Building Supply and BMC shareholders and typical regulatory clearances.
Funds affiliated with Davidson Kempner Capital Management LP, Ravenswood Investment Management and MFP Partners, L.P., which collectively own approximately 52% of BMC's outstanding common stock, and funds affiliated with Gores, Stock Building Supply's largest shareholder, which own approximately 38% of Stock Building Supply's outstanding common stock, have each agreed to vote in favor of and fully support the transaction.
Upon closing of the transaction, BMC Chief Executive Officer Peter Alexander will serve as Chief Executive Officer of the combined company and will be a member of the Board of Directors. Jeff Rea, the current Stock Building Supply President and Chief Executive Officer, will remain a member of the Board of Directors of the company. The new leadership team is expected to include representatives of both companies, with current Stock Building Supply Executive Vice President and Chief Financial Officer Jim Major assuming the role of Chief Financial Officer, Stock Building Supply Executive Vice President and Chief Operating Officer Bryan Yeazel assuming the position of Chief Administrative Officer and General Counsel and current BMC Chief Integration Leader Tony Genito leading the integration of the two businesses. In addition to Mr. Alexander and Mr. Rea, the remainder of the combined company's Board of Directors will be comprised wholly of independent directors, including representatives from each company's current board. The combined company will be headquartered in Atlanta, Georgia. and will have its main operating center in Raleigh, NC and plans to continue to operate under both the Stock Building Supply and BMC names in their respective local markets.
Alexander has 21 years of experience in the distribution industry. He joined BMC as a director in January 2010 and subsequently was appointed Chief Executive Officer in August 2010. He has led BMC as it has grown into one of the industry-leading providers of residential building products and construction services in fast-growing regions throughout the U.S. Prior to BMC, Mr. Alexander served as President and Chief Executive Officer at ORCO Construction Distribution. He previously served in leadership roles at several companies in the technology, retail/distribution and service industries, including GE Capital, ComputerLand (now Vanstar), Premiere Global Services and Coast to Coast Hardware.
The transaction is expected to result in a combined company that is better positioned to accelerate its growth and deliver significant value to all stakeholders as it continues to accelerate both Stock Building Supply's and BMC's existing strategies of capitalizing on expansion opportunities in a fragmented building materials market to strengthen its long-term growth position.
BMC and Stock Building Supply both possess complementary product and service offerings, similar operating principles and a customer service focus that will enable a smooth and efficient integration. The combined company will have a strong position in growth markets across 17 states. Together, the companies will also provide a comprehensive portfolio of building materials, including millwork and structural frame manufacturing capabilities, consultative showrooms and value-added installation management that supports customers' needs for turnkey solutions. Additionally, BMC's businesses will provide expanded opportunity to introduce Stock Building Supply's industry-leading eBusiness platform.
TW Perry opens expanded Millshop
Maryland-based TW Perry has relocated its Millshop to a bigger piece of real estate, giving the building material supplier 80,000 sq. ft. to work with.
With nearly double the space of the previous location, the new facility will feature a Millshop and warehouse with a production door shop, custom wood and PVC fabrication shop, a custom cabinet division, two pre-finishing lines for stain-grade and paint-grade finishing, and a moulding line.
Also included in the new space is a 9-head moulder with an automated priming and infrared drying line: machinery that will allow for in-house custom run mouldings.
There will also be office space and a customized conference room for meeting with customers.
Other perks that come with the added space: more inventory, and more in-stock door profiles and sizes.
Furthermore, TW Perry will be introducing an in-house quoting program specific to the Trustile and production door lines, which will decrease quoting lead times and increase accuracy.
The transition to the new location took about 6 weeks in total, thanks to the leadership of general manager Ben Messner.
“I am honored to have worked with such a resilient team during this complex transition to our new facility," he said. "Our experienced craftsmen and their attention to detail have cleared the way for TW Perry’s future in Custom Millwork Excellence. We intend to not only be the best millshop in the mid-Atlantic but in North America. TW Perry is optimistic that this transition will allow us to fully implement new product lines and become more efficient in our daily operations.”
TW Perry's Custom Millshop designs and manufactures custom entry systems, mouldings, mantels, cabinetry, paneling and wainscoting, libraries, entertainment centers and rooms, wine cellars and other types of millwork.