PEABODY,
MA--(BUSINESS WIRE)--Beacon Roofing Supply, Inc. (Nasdaq:
BECN) ("Beacon" or "the Company") announced
today that it has entered into a definitive agreement to acquire
Shelter Distribution, Inc. ("SDI"), a leading distributor
of roofing and other building products headquartered in McKinney,
Texas. SDI currently operates 50 branches in 14 states throughout
the Midwest, Central Plains and Southwest regions and had
net sales of approximately $248 million for the year ended
December 31, 2004. SDI has approximately 750 employees.
Beacon is making the purchase through a wholly-owned subsidiary.
The purchase price is approximately $152.5 million in cash,
payable at closing and subject to an adjustment for working
capital and other items. Based upon SDI's future performance,
their stockholders may also qualify for an earn-out payment.
The transaction is structured as a purchase of the stock of
SDI Holding, Inc., which owns all of the issued and outstanding
stock of SDI, the operating company, and the agreement contains
customary representations, warranties, covenants and conditions,
as well as indemnification provisions subject to specified
limitations. Completion of the transaction is subject to regulatory
and other customary approvals and is expected to occur by
the end of September 2005.
SDI has focused on the residential marketplace and operates
similarly to Beacon's other regional companies in the Northeast,
Mid-Atlantic, Southeast and Southwest regions of the United
States and in Eastern Canada. SDI represents a strong footprint
for future growth, with minimal branch overlap (12 states
new to Beacon). The combined companies will only have two
overlapping branches in their operating markets (Greensboro,
N.C. and Dallas, Texas). Please click on the following link
to see a map of the states in which SDI and Beacon currently
operate: http://www.beaconroofingsupply.com/Graphics/SDIBeaconmap.jpg
Beacon has received a commitment from its
current lending agent to refinance the Company's current credit
facility to provide for sufficient credit to fund the purchase
price and acquisition costs. Consistent with Beacon's other
successful acquisitions, the SDI facilities will continue
operating under their local identity to continue the close
relationships they have developed with their customers. SDI
has been owned since July 2002 by Brazos Private Equity Partners,
LLC, a leading Dallas-based private investment firm.
Ron Ross, CEO of SDI, stated, "We are
very excited about becoming part of the fast-growing Beacon
family, which has become well-known nationally in our industry
for offering quality services and products. SDI's management
team will work diligently to make this a successful combination."
Robert Buck, CEO of Beacon, emphasized the overall strategic
importance of SDI to Beacon's continued nationwide growth
and stated, "We are excited that SDI is joining our growing
company. Their past success, like ours, has been the result
of having talented employees. SDI represents a tremendous
opportunity for Beacon to quickly expand into attractive areas
of the country that we have been targeting for expansion.
Although this is our largest acquisition to date, we are confident
that our experienced management team, in concert with SDI's
team, will make this combination a successful one for both
companies. In addition, SDI's non-residential revenue is less
than 15 percent of their current revenue, representing a terrific
opportunity for us to build and expand this important business."
About Beacon Roofing Supply, Inc.:
Beacon Roofing Supply, Inc. is a leading distributor of roofing
materials and complementary building products, currently with
82 branches in 16 states in the Northeast, Mid-Atlantic, Southeast
and Southwest regions of the United States and in Eastern
Canada.
For more information: Dave Grace, CFO, 978-535-7668
SOURCE: Beacon Roofing Supply, Inc.
Forward-Looking Statements:
This release contains information about management's view
of the Company's future expectations, plans and prospects
that constitute forward-looking statements for purposes of
the safe harbor provisions under The Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from
those indicated by such forward-looking statements as a result
of various important factors, including, but not limited to,
those set forth in the "Risks Relating to Our Business
and Industry" section of the Company's latest Form 10-K.
In addition, the forward-looking statements included in this
press release represent the Company's views as of the date
of this press release and these views could change. However,
while the Company may elect to update these forward-looking
statements at some point, the Company specifically disclaims
any obligation to do so other than as required by federal
securities laws. These forward-looking statements should not
be relied upon as representing the Company's views as of any
date subsequent to the date of this press release.
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