Beacon (Nasdaq: BECN) (the “Company”) announced today that it has received early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), as amended, in connection with the divestiture of its Interior Products business. As announced on December 21, 2020, Beacon has entered into a definitive agreement to sell its Interior Products business to affiliates of American Securities LLC, a leading U.S. private equity firm, for the cash purchase price of $850 million, subject to customary closing adjustments. The transaction is expected to close during Beacon’s fiscal 2021 second quarter, subject to customary closing conditions as set forth in the definitive agreement.
Julian Francis, Beacon’s CEO and President, upon receipt of the government’s early termination notice, stated: “We are very pleased to receive early termination of the HSR waiting period for the sale of our Interiors business to American Securities. We remain on schedule to close the transaction during our fiscal second quarter. For our Interiors customers and employees, this is an exciting opportunity to be paired with an industry leader who makes customer service its highest priority. For Beacon, the transaction represents an important strategic step that will sharpen our focus on driving growth and operational improvement in our core exteriors business and greatly accelerate our balance sheet improvement efforts.”
This release contains information about management’s view of Beacon’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. You can identify forward-looking statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate”, “estimate”, “expect”, “believe”, “will likely result”, “outlook”, “project” and other words and expressions of similar meaning. 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 “Risk Factors” section of Beacon’s latest Form 10-K. In addition, numerous factors could cause actual results with respect to Beacon’s recently announced proposed divestiture of its Interior Products business to differ materially from those indicated by the forward-looking statements, including without limitation, the possibility that the expected cost savings, debt leverage reduction and other financial and operational impacts from the proposed transaction will not be realized, or will not be realized within the expected time period; the risk that costs of restructuring transactions and other costs incurred in connection with the proposed transaction will exceed Beacon’s estimates or otherwise adversely affect Beacon’s business or operations; the impact of the proposed transaction on Beacon’s businesses and the risk that consummating the proposed transaction may be more difficult, time-consuming or costly than expected, including the impact on Beacon’s resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties; and the possibility that the proposed transaction does not close, including, but not limited to, failure to satisfy the closing conditions. The forward-looking statements included in this press release represent Beacon’s views as of the date of this press release and these views could change. However, while Beacon may elect to update these forward-looking statements at some point, Beacon 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 Beacon’s views as of any date subsequent to the date of this press release.
Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of roofing materials and complementary building products in North America, operating over 500 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of over 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.
About American Securities
Based in New York with an office in Shanghai, American Securities is a leading U.S. private equity firm that invests in market-leading North American companies with annual revenues generally ranging from $200 million to $2 billion and/or $50 million to $250 million of EBITDA. American Securities and its affiliates have approximately $23 billion under management. For more information, visit www.american-securities.com.