Attached files
file | filename |
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EX-99.1 - EX-99.1 - BEACON ROOFING SUPPLY INC | d516519dex991.htm |
EX-15.1 - EX-15.1 - BEACON ROOFING SUPPLY INC | d516519dex151.htm |
EX-10.4 - EX-10.4 - BEACON ROOFING SUPPLY INC | d516519dex104.htm |
EX-10.2 - EX-10.2 - BEACON ROOFING SUPPLY INC | d516519dex102.htm |
EX-10.1 - EX-10.1 - BEACON ROOFING SUPPLY INC | d516519dex101.htm |
EX-4.3 - EX-4.3 - BEACON ROOFING SUPPLY INC | d516519dex43.htm |
EX-4.2 - EX-4.2 - BEACON ROOFING SUPPLY INC | d516519dex42.htm |
EX-3.1 - EX-3.1 - BEACON ROOFING SUPPLY INC | d516519dex31.htm |
8-K - 8-K - BEACON ROOFING SUPPLY INC | d516519d8k.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements present the combination of the historical financial statements of Beacon Roofing Supply, Inc. (Beacon) and Allied Building Products Corp. (together with an affiliated entity and its and their respective subsidiaries, Allied), adjusted to give effect to the (i) issuance of 7,273,750 shares of common stock issued by Beacon in a public offering in September 2017 (the Common Stock Offering); (ii) Debt Financing (as defined herein); (iii) Convertible Preferred Stock Purchase (as defined herein); (iv) closing of the Allied Acquisition (as defined herein); (v) repayment of certain existing indebtedness of Beacon; and (vi) payment of estimated premiums, fees and expenses in connection with this offering, the Debt Financing, the Allied Acquisition and the Convertible Preferred Stock Purchase (collectively, the Allied Transactions).
The unaudited pro forma condensed combined balance sheet information gives effect to the Allied Transactions as if they had been consummated on September 30, 2017 and includes pro forma adjustments based on Beacon managements preliminary valuations of certain acquired tangible and intangible assets. Beacons fiscal year ends on September 30, while Allieds last three fiscal years ended on December 31, 2016, January 2, 2016 and December 27, 2014. The unaudited pro forma condensed combined statement of operations for the fiscal year ended September 30, 2017 gives effect to the Allied Transactions as if they had been consummated on October 1, 2016 and combines Beacons historical results for the fiscal year ended September 30, 2017 with Allieds historical results for the nine months ended September 30, 2017 and the three months ended December 31, 2016.
The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting for business combinations under the guidance of Accounting Standards Codification Topic 805, Business Combinations (ASC 805). Under ASC 805, assets acquired and liabilities assumed are recorded at fair value, with any excess purchase price allocated to goodwill. The fair value of identifiable tangible and intangible assets acquired and liabilities assumed are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial statements that Beacons management believes are reasonable under the circumstances. The final purchase price allocation for the Allied Transactions will be performed after the closing of the Allied Acquisition and will depend on the actual net tangible and intangible assets that exist as of the closing of the Allied Acquisition. Any final adjustments may change the allocation of purchase price, which could result in a change to the unaudited pro forma condensed combined financial information, including goodwill. The result of the final purchase price allocation could be materially different from the preliminary allocation set forth herein.
The unaudited pro forma condensed combined financial information is provided for informational and illustrative purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position of Beacon that would have been reported had the Allied Transactions been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of Beacon following the consummation of the Allied Transactions. We therefore caution you not to place undue reliance on the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information should be read in conjunction with:
| the accompanying notes related to the unaudited pro forma condensed combined financial statements; |
| the audited consolidated financial statements and the notes related thereto for Beacon for the fiscal years ended September 30, 2017, 2016 and 2015 and as of September 30, 2017 and 2016, which were included in Beacons Annual Report on Form 10-K for the fiscal year ended September 30, 2017; |
| the audited combined financial statements and the notes related thereto for Allied for the fiscal years ended December 31, 2016, January 2, 2016 and December 27, 2014, and as of December 31, 2016 and January 2, 2016, which were included in Beacons Current Report on Form 8-K filed on September 18, 2017; and |
| unaudited condensed combined interim financial statements and the notes thereto for Allied as of and for the nine months ended September 30, 2017, which are included herewith. |
Beacon Roofing Supply, Inc.
Unaudited Pro Forma Condensed Combined Statements of Operations
For the Fiscal Year Ended September 30, 2017
Historical | Pro Forma | Note | Pro Forma | |||||||||||||||||
Beacon | Allied(1) | Adjustments | Reference | Combined | ||||||||||||||||
(in thousands, other than share and per share amounts) | ||||||||||||||||||||
Statement of Operations Data: |
||||||||||||||||||||
Net sales |
$ | 4,376,670 | $ | 2,612,988 | $ | | $ | 6,989,658 | ||||||||||||
Cost of products sold |
3,300,731 | 1,918,462 | | 5,219,193 | ||||||||||||||||
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Gross profit |
1,075,939 | 694,526 | | 1,770,465 | ||||||||||||||||
Operating expense |
859,843 | 543,528 | 85,716 | 4(a), 4(b) | 1,489,087 | |||||||||||||||
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Income from operations |
216,096 | 150,998 | (85,716 | ) | 281,378 | |||||||||||||||
Interest expense, financing costs, and other |
52,751 | 3,020 | 90,647 | 4(c), 4(d) | 146,418 | |||||||||||||||
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Income before provision for income taxes |
163,345 | 147,978 | (176,363 | ) | 134,960 | |||||||||||||||
Provision for income taxes |
62,481 | 58,804 | (68,650 | ) | 4(e) | 52,635 | ||||||||||||||
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Net income |
$ | 100,864 | $ | 89,174 | $ | (107,713 | ) | $ | 82,325 | |||||||||||
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Dividend on preferred shares |
24,000 | |||||||||||||||||||
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Net income attributable to common stockholders |
$ | 58,325 | ||||||||||||||||||
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Weighted-average common stock outstanding: |
||||||||||||||||||||
Basic |
60,315,648 | 7,273,750 | 4(f) | 67,589,398 | ||||||||||||||||
Diluted |
61,344,263 | 7,273,750 | 4(f) | 68,618,013 | ||||||||||||||||
Net income per share: |
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Basic |
$ | 1.67 | $ | (0.81 | ) | 4(g) | $ | 0.86 | ||||||||||||
Diluted |
$ | 1.64 | $ | (0.79 | ) | 4(g) | $ | 0.85 |
(1) | The unaudited pro forma condensed statement of operations data of Allied for the year ended September 30, 2017 includes the historical statement of operations of Allied for the three months ended December 31, 2016. Condensed historical statement of operations data of Allied for the three months ended December 31, 2016 is as follows (in thousands): |
Three Months Ended December 31, 2016 |
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Revenue |
$ | 625,879 | ||
Expenses |
601,286 | |||
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Net income |
$ | 24,593 | ||
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Beacon Roofing Supply, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2017
Historical | Pro Forma | Note | Pro Forma | |||||||||||||||||
Beacon | Allied | Adjustments | Reference | Combined | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Balance Sheet Data: |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 138,250 | $ | 6,150 | $ | (106,150 | ) | 5(a), 5(e) | $ | 38,250 | ||||||||||
Accounts receivable |
704,527 | 416,002 | | 1,120,529 | ||||||||||||||||
Inventories, net |
551,924 | 353,474 | | 905,398 | ||||||||||||||||
Prepaid expenses and other current assets |
209,138 | 54,806 | | 263,944 | ||||||||||||||||
Indebtedness from related parties |
| 46,566 | (46,566 | ) | | |||||||||||||||
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Total current assets |
1,603,839 | 876,998 | (152,716 | ) | 2,328,121 | |||||||||||||||
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Property and equipment, net |
156,129 | 117,791 | 29,000 | 5(b) | 302,920 | |||||||||||||||
Goodwill |
1,251,986 | 433,094 | 1,114,254 | 5(b) | 2,799,334 | |||||||||||||||
Intangibles, net |
429,069 | 10,389 | 898,000 | 5(b) | 1,337,458 | |||||||||||||||
Other assets, net |
8,534 | 2,241 | | 10,775 | ||||||||||||||||
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Total Assets |
$ | 3,449,557 | $ | 1,440,513 | $ | 1,888,538 | $ | 6,778,608 | ||||||||||||
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
$ | 503,697 | $ | 378,836 | $ | | $ | 882,533 | ||||||||||||
Accrued expenses |
261,297 | 97,903 | | 5(c) | 359,200 | |||||||||||||||
Current portions of long-term debt |
14,141 | | | 14,141 | ||||||||||||||||
Indebtedness to related parties |
| | | 5(e) | | |||||||||||||||
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Total current liabilities |
779,135 | 476,739 | | 1,255,874 | ||||||||||||||||
Borrowings under revolving lines of credit, net |
3,205 | | 388,834 | 5(d) | 392,039 | |||||||||||||||
Long-term debt, net |
721,268 | | 1,780,172 | 5(d) | 2,501,440 | |||||||||||||||
Deferred income taxes, net |
138,383 | 14,331 | 318,414 | 5(b) | 471,128 | |||||||||||||||
Long-term obligations under equipment financing and other, net |
25,760 | 717 | | 26,477 | ||||||||||||||||
Indebtedness to related parties |
| 82,475 | (82,475 | ) | 5(e) | | ||||||||||||||
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Total liabilities |
1,667,751 | 574,262 | 2,404,945 | 4,646,958 | ||||||||||||||||
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Commitments and contingencies |
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Convertible preferred stock |
| | 398,025 | 5(a), 5(f) | 398,025 | |||||||||||||||
Stockholders equity: |
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Common stock |
677 | | | 5(a), 5(e) | 677 | |||||||||||||||
Preferred stock |
| 2,475 | (2,475 | ) | 5(e) | | ||||||||||||||
Additional paid-in capital |
1,047,506 | 472,846 | (245,701 | ) | 5(a), 5(e), 5(f) | 1,274,651 | ||||||||||||||
Retained earnings |
748,186 | 390,930 | (666,256 | ) | 5(a), 5(e), 5(f) | 472,860 | ||||||||||||||
Accumulated other comprehensive loss |
(14,563 | ) | | | (14,563 | ) | ||||||||||||||
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Total stockholders equity |
1,781,806 | 866,251 | (914,432 | ) | 1,733,625 | |||||||||||||||
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Total Liabilities and Stockholders Equity |
$ | 3,449,557 | $ | 1,440,513 | $ | 1,888,538 | $ | 6,778,608 | ||||||||||||
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Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Description of Transaction
On January 2, 2018, Beacon completed its acquisition of all of the issued and outstanding shares of capital stock of Allied (the Allied Acquisition) for approximately $2.625 billion in cash (subject to a working capital and certain other adjustments as set forth in the Stock Purchase Agreement (as defined below)) (the Purchase Price), on the terms and subject to the conditions set forth in that certain stock purchase agreement (the Stock Purchase Agreement) with Oldcastle, Inc. and Oldcastle Distribution, Inc., dated as of August 24, 2017.
To finance this transaction, Beacon entered into the following debt financing facilities:
| a $970.0 million seven-year senior secured term loan B facility (the New Term Loan); |
| a $1.3 billion senior-secured asset-based revolving line of credit (New ABL Facility); and |
| $1.3 billion in 4.875% Senior Unsecured Notes due 2025 (the Senior Notes and, together with the New Term Loan and the New ABL Facility, the Debt Financing). |
In connection with the aforementioned Debt Financing, Beacon has entered into the following equity financing transactions to further finance the Allied Acquisition:
| a $400.0 million sale (the Convertible Preferred Stock Purchase) of Series A Cumulative Convertible Participating Preferred Stock to CD&R Boulder Holdings, L.P (the Preferred Shares); and |
| the Common Stock Offering in which Beacon received approximately $329.8 million in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by Beacon. |
2. Basis of Presentation
The unaudited pro forma condensed combined financial information has been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.
The unaudited pro forma condensed combined balance sheet information gives effect to the Allied Transactions as if they had been consummated on September 30, 2017 and includes pro forma adjustments based on Beacon managements preliminary valuations of certain tangible and intangible assets. The unaudited pro forma condensed combined statement of operations information for the fiscal year ended September 30, 2017 gives effect to the Allied Transactions as if they had been consummated on October 1, 2016 and combines Beacons historical results for the fiscal year ended September 30, 2017 with Allieds historical results for the nine months ended September 30, 2017 and the three months ended December 31, 2016.
The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting for business combinations under the guidance of ASC 805. Under ASC 805, assets acquired and liabilities assumed are recorded at fair value, with any excess purchase price allocated to goodwill. The fair value of identifiable tangible and intangible assets acquired and liabilities assumed are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial statements that Beacons management believes are reasonable under the circumstances. The final purchase price allocation for the Allied Transactions will be performed after the closing of the Allied Acquisition and will depend on the actual net tangible and intangible assets that exist as of the closing of the Allied Acquisition. Any final adjustments may change the allocation of purchase price, which could result in a change to the unaudited pro forma condensed combined financial information, including goodwill. The result of the final purchase price allocation could be materially different from the preliminary allocation set forth herein.
3. Accounting Policies
Following the Allied Acquisition, Beacon will conduct a review of accounting policies of Allied in an effort to determine if differences in accounting policies require reclassification of results of operations or reclassification of assets or liabilities to conform to Beacons accounting policies and classifications. As a result of that review, Beacon may identify differences among the accounting policies of the companies that, when conformed, could have a material impact on the unaudited pro forma combined financial information.
4. Unaudited Pro Forma Combined Statement of Operations Adjustments
(a) | In accordance with ASC 805, the estimated purchase price of Allied has been allocated on a preliminary basis to the fair value of its assets and liabilities. The preliminarily determined fair value for Allied definite-lived intangible assets (customer relationships) is approximately $800.0 million. This adjustment increases operating expenses for the incremental expense that will be incurred based on the amortization of acquired definite-lived intangible assets, and was calculated as follows (in thousands): |
Year Ended | ||||
September 30, | ||||
2017 | ||||
Estimated pro forma amortization |
$ | 86,850 | ||
Historical amortization |
(7,778 | ) | ||
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Total incremental amortization |
$ | 79,072 | ||
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Definite lived intangible assets consisting of amounts assigned to customer relationships are expected to be amortized over their estimated life of 20 years on an accelerated basis.
(b) | In accordance with ASC 805, the estimated purchase price of Allied has been allocated on a preliminary basis to the fair value of its assets and liabilities. The preliminarily determined fair value for Allied property, plant, and equipment is approximately $145.0 million. This adjustment increases operating expenses for the incremental expense that will be incurred based on the depreciation of acquired property, plant, and equipment. The incremental depreciation expense for the year ended September 30, 2017 was $6.6 million. This amount was calculated based on an estimated $29.0 million of incremental fair value depreciated over a range of 1.6 to 8.0 years. |
(c) | To consummate the Allied Acquisition, Beacon incurred approximately $2.2 billion of incremental new indebtedness. Based on the assumed interest rates on the Debt Financing in connection with the Allied Acquisition the pro forma adjustment to interest expense was calculated as follows (in thousands): |
Year Ended | ||||
September 30, | ||||
2017 | ||||
Estimated interest expense on financing incurred in connection with the Allied Acquisition |
$ | 112,470 | ||
Less: Interest expense recorded in Beacons historical results related to interest expense |
(27,607 | ) | ||
Estimated amortization of deferred financing costs recorded in connection with the Allied Acquisition |
9,130 | |||
Less: Interest expense recorded in Beacons historical results related to deferred financing costs |
(3,344 | ) | ||
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Total pro forma adjustment to interest expense related to debt financing |
$ | 90,649 | ||
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The weighted-average interest rate on the new indebtedness is approximately 4.2%. A hypothetical 1/8 percent increase or decrease in the expected weighted-average interest rate, including from an increase in LIBOR, would increase or decrease interest expense on Beacons financing by approximately $3.3 million annually.
(d) | In connection with the Allied Acquisition, Beacon will obtain $400.0 million of equity financing via the Convertible Preferred Stock Purchase. The Preferred Shares will be convertible perpetual participating preferred stock of Beacon, with an initial conversion price of $41.26 per share, and will accrue dividends at a rate of 6.0% per annum (payable in cash or in-kind, subject to specified limitations). Assuming an outstanding value of $400.0 million, the common stock equivalent of the Preferred Shares upon conversion would be approximately 9.7 million shares of common stock. Estimated costs related to this equity financing are approximately $2.0 million. These costs net down the total value of the Preferred Shares on the balance sheet. |
(e) | The adjustment to the unaudited pro forma condensed combined balance sheet as of September 30, 2017 gives effect to the recording of the fair value of the estimated net deferred tax assets acquired from Allied, and the recording of a deferred tax liability associated with the difference in the financial reporting and tax basis in the customer relationship intangible recorded as part of the acquisition method of accounting described in Note 5(b). |
For purposes of the unaudited pro forma condensed combined statement of operations, the combined United States federal and state statutory tax rate of 39.0% has been used for all periods presented. This does not reflect Beacons effective tax rate, which includes other tax items such as tax charges or benefits, and does not take into account any historical or possible future tax events that may impact Beacon in the future.
(f) | In connection with the Allied Acquisition, Beacon obtained approximately $329.3 million in net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by Beacon. |
Assuming a full conversion of the Preferred Shares outstanding at the beginning of the period (see Note 4(d)), the pro forma adjustment to diluted weighted-average common stock outstanding for the year ended September 30, 2017 would be an increase of approximately 17.1 million shares.
(g) | The pro forma adjustment to net income per share (EPS) is derived by dividing the pro forma net income attributable to common stockholders by the pro forma basic and diluted weighted-average shares outstanding (WASO) and comparing the respective totals to historical net income per share. |
Assuming no conversion of Preferred Shares in the period and a 6% annual dividend on the Preferred Shares outstanding, the following represents the calculation of the pro forma adjustment to net income per share for the respective periods presented (in thousands, except share and per share amounts):
Year Ended | ||||
September 30, | ||||
2017 | ||||
Pro Forma Net Income |
$ | 82,325 | ||
Less: Dividends on preferred shares |
(24,000 | ) | ||
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Net income attributable to common stockholders |
$ | 58,325 | ||
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Pro forma Basic WASO |
67,589,398 | |||
Pro forma Diluted WASO |
68,618,013 |
Pro Forma | ||||||||||||
Pro Forma EPS | Unadjusted EPS | EPS Adjustment | ||||||||||
Pro forma Basic EPS |
$ | 0.86 | $ | 1.67 | $ | (0.81 | ) | |||||
Pro forma Diluted EPS |
$ | 0.85 | $ | 1.64 | $ | (0.79 | ) |
Assuming full conversion of the Preferred Shares at the beginning of the period, the following would represent the calculation of the pro forma adjustment to net income per share for the respective periods presented (in thousands, except share and per share amounts):
Year Ended | ||||
September 30, | ||||
2017 | ||||
Pro Forma Net Income |
$ | 82,325 | ||
Less: Dividends on preferred shares |
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Net income attributable to common stockholders |
$ | 82,325 | ||
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Pro forma Basic WASO |
67,700,858 | |||
Pro forma Diluted WASO |
78,424,092 |
Pro Forma | ||||||||||||
Pro Forma EPS | Unadjusted EPS | EPS Adjustment | ||||||||||
Pro forma Basic EPS |
$ | 1.22 | $ | 1.67 | $ | (0.45 | ) | |||||
Pro forma Diluted EPS |
$ | 1.05 | $ | 1.64 | $ | (0.59 | ) |
5. Unaudited Pro Forma Combined Balance Sheet Adjustments
(a) | A summary of the expected sources and uses resulting from the Allied Acquisition and related financing transactions is as follows (in thousands): |
Sources of funds |
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Total debt financing |
$ | 2,680,425 | ||
Excess Common Stock Offering cash |
100,000 | |||
Issuance of preferred stock |
400,000 | |||
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Total sources of funds |
$ | 3,180,425 | ||
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Use of funds |
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Cash consideration for Allied |
$ | 2,625,000 | ||
Repayment of existing Beacon debt |
444,205 | |||
Transaction fees |
29,117 | |||
Deferred financing fees |
82,103 | |||
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Total use of funds |
$ | 3,180,425 | ||
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(b) | The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation by Beacon management of the purchase price for Allied to the identifiable tangible and intangible net assets acquired, with the excess purchase price allocated to goodwill. Under the acquisition method of accounting, the total estimated purchase price is allocated to Allieds net tangible and intangible assets based on their estimated fair values at the date of the completion of the acquisition. |
Below is a preliminary allocation of the total purchase price and the pro forma adjustments to the unaudited pro forma condensed combined balance sheet as of September 30, 2017 (in thousands):
Purchase Price Allocation |
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Net working capital |
$ | 243,000 | ||
Inventory |
358,000 | |||
Fixed assets |
145,000 | |||
Other assets |
2,000 | |||
Trade name |
110,000 | |||
Customer relationships |
800,000 | |||
Goodwill |
967,000 | |||
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Total |
$ | 2,625,000 | ||
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The adjustments to the historical combined net assets as a result of the allocation of the estimated purchase price for Allied are as follows (in thousands):
Historical | Preliminary | Pro forma | ||||||||||
book value | fair values | adjustment | ||||||||||
Trade name |
$ | | $ | 110,000 | $ | 110,000 | ||||||
Customer relationships |
10,389 | 800,000 | 789,611 | |||||||||
Intangible assets, net |
| 910,000 | 910,000 | |||||||||
Goodwill |
433,094 | 967,000 | 533,906 | |||||||||
Deferred income taxes |
14,331 | 331,871 | 317,540 |
Upon completion of the fair value assessment, Beacon anticipates that the final purchase price allocation will differ from the preliminary assessment provided above. Any changes to the initial estimates of the fair value of the assets and liabilities will be recorded as adjustments and the residual amounts will be allocated as an increase or decrease to goodwill.
(c) | Beacon and Allied incurred transaction costs associated with the Allied Acquisition of approximately $29.1 million. This adjustment reflects the accrual of those estimated costs. |
(d) | The adjustments to historical combined long-term debt are comprised of the following (in thousands): |
Paydown of existing Beacon revolver lines of credit |
$ | (3,205 | ) | |
Paydown of existing Beacon Term Loan B |
(441,000 | ) | ||
New ABL Facility(1) |
394,207 | |||
New Term Loan(1) |
970,000 | |||
Senior Notes(1) |
1,300,000 | |||
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Net change in long term debt |
$ | 2,220,002 | ||
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|
(1) | Amounts represent debt financing entered into by Beacon. Deferred financing fees of approximately $63.9 million have been recorded against the gross long-term debt balances. Deferred financing fees will be amortized over the contractual term of the respective facilities. Deferred financing fees of $12.9 million relating to Beacons existing long-term debt have been eliminated from total assets with a corresponding decrease to retained earnings for the amounts related to Beacon. No adjustment has been made to the unaudited pro forma combined statements of operations for these costs, as they are nonrecurring. |
(e) | Adjustment to eliminate (settle) Allieds intercompany debt and stockholders equity. |
(f) | At issuance Beacon recognized within equity a beneficial conversion feature for the Preferred Shares. The beneficial conversion feature was calculated based on the intrinsic value of the Preferred Shares using the share price of Beacon common stock on January 2, 2018 of $64.69 as compared to the initial conversion price of $41.26, which was based on the volume weighted average price of Beacon common stock for the 10 trading days preceding the entry into the Stock Purchase Agreement on August 24, 2017. |