Enhances its Growing Aerospace Platform
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--
TriMas Corporation (NASDAQ:TRS) - a diversified global manufacturer of
engineered and applied products - announced today that it entered into
an agreement to acquire Allfast Fastening Systems, Inc. (Allfast) for
approximately $360 million. Upon closure of the transaction, Allfast
will become part of the Company's Aerospace segment, formerly known as
the Aerospace & Defense segment.
Allfast is a leading global manufacturer of solid and blind rivets,
blind bolts, temporary fasteners and installation tools for the
aerospace industry with content on substantially all commercial, defense
and general aviation platforms in production and in service.
Headquartered in Southern California, Allfast generated approximately
$55 million in revenue for the 12 months ended August 2014. Over the
past several years, Allfast has demonstrated strong revenue growth and a
profitability level that would have been accretive to TriMas' existing
aerospace businesses and to the Company overall.
The acquisition further strengthens TriMas' growing aerospace business,
is strategically aligned with the Company's objective to grow its higher
margin business platforms, and will enable the Company to better
leverage expected strong growth rates in the aerospace sector. The
combined product sets of Monogram Aerospace Fasteners, Mac Fasteners and
Allfast uniquely position TriMas to benefit from platform-wide supply
opportunities and grow at a level in excess of industry aircraft build
rates. In addition, the Company's aerospace platform will benefit from
expected synergistic cost savings, including leveraging combined
purchasing activities, commercial initiatives, product development
efforts, and sharing of better practices between businesses. The
estimated purchase price approximates a multiple of 12x to 13x projected
2015 Pro Forma EBITDA(1), which the Company expects will
approximate less than 9.5x by the end of 2017.
"Adding Allfast to our aerospace platform increases our leadership and
growth potential in the aerospace industry," said Dave Wathen, President
and Chief Executive Officer of TriMas Corporation. "This acquisition
significantly accelerates our portfolio transformation focused on our
strategic growth platforms. Allfast definitely fits the criteria - it is
a well-run, high margin, strong cash flow business with a track record
of revenue growth and even greater growth potential."
Wathen continued, "Allfast is recognized in the aerospace industry as a
supplier with world-class manufacturing expertise, industry-leading
product quality and on-time delivery. We are excited to add this
talented team to TriMas and believe that together, we can capture
significant growth opportunities by providing our customers a superior,
complementary product set."
"The combination of Allfast and TriMas' Aerospace group is a truly
exciting development for our employees and customers," said Jim Randall,
President of Allfast. "The transaction will dramatically expand the
product offering of both businesses, allowing the combined company to
better support customer needs in a time of unprecedented growth in the
aerospace market. Both companies have proprietary products and
processes, as well as strong application engineering and product
development capabilities focused on solving customer problems. TriMas
also has a similar culture of teamwork, accountability and mutual
respect. I am pleased that Allfast's long and proud legacy will enter a
new chapter as part of TriMas."
Timing and Financing
The transaction, which has been approved by the Board of Directors of
both companies, is subject to customary closing conditions and receipt
of regulatory approvals. Deutsche Bank provided financial advisory
services to TriMas' Board of Directors on the acquisition and Moelis &
Company LLC acted as exclusive financial advisor to Allfast. TriMas
expects to obtain all required regulatory clearances and close the
transaction by the end of October 2014.
The acquisition will be funded through an underwritten incremental $250
million Senior Secured Term Loan A and additional borrowings under the
Company's existing $575 million Revolving Credit Facility. JP Morgan,
Bank of America Merrill Lynch and Wells Fargo are acting as Joint Lead
Arrangers and Bookrunners on the term loan.
TriMas Aerospace Segment
TriMas also recently ceased operations at NI Industries. NI Industries
manufactured cartridge cases for the defense industry and was party to a
U.S. Government facility maintenance contract. TriMas received
approximately $6.7 million for the sale of certain intellectual property
and related inventory and tooling. In light of this divestiture, the
Company has renamed the Aerospace & Defense segment as the Aerospace
segment, effective immediately.
On August 26, 2014, TriMas announced the appointment of Tom Aepelbacher,
a seasoned operations leader with 30 years of experience in
manufacturing, supply chain and lean initiatives, as president of this
segment. The Aerospace segment designs, develops and manufactures
precision engineered components to serve the growing aerospace market,
and is comprised of Monogram Aerospace Fasteners, Mac Fasteners, Inc.,
and Martinic Engineering, Inc., as well as Allfast Fastening Systems,
Inc., upon closure of the transaction.
Conference Call Information
TriMas Corporation will host a conference call today, September 22,
2014 at 8:30 a.m. ET to discuss the transaction and related matters. The
call-in number is (888) 403-8872. Participants should request to be
connected to the TriMas Corporation Update Call (Passcode ID #629511).
The conference call will also be simultaneously webcast via TriMas'
website at www.trimascorp.com,
under the "Investors" section, with an accompanying slide presentation.
(1) Pro Forma EBITDA is defined as earnings before interest, taxes,
depreciation and amortization, including expected cost synergies and
excluding the impact of purchase accounting costs and adjustments.
About TriMas
Headquartered in Bloomfield Hills, Michigan, TriMas Corporation
(NASDAQ:TRS) provides engineered and applied products for growing
markets worldwide. TriMas is organized into six reportable
segments: Packaging, Energy, Aerospace, Engineered Components, Cequent
APEA and Cequent Americas. TriMas has approximately 6,000 employees at
more than 60 facilities in 19 countries. For more information, visit www.trimascorp.com.
About Allfast Fastening Systems, Inc.
Headquartered in City of Industry, California, Allfast is a leading
manufacturer of solid and blind rivets, blind bolts, temporary fasteners
and installation tooling for the aerospace industry. Allfast is
proud to be certified to ISO9001:2008 and AS9100:2009 Revision C by
Lloyd's Register Quality. Allfast's continued commitment to 100%
customer satisfaction and lean manufacturing has earned the company
numerous customer awards, including the Boeing President's Award for
Excellence, Airbus Strategic Partner Award, Embraer Supplier of the Year
Award, Lockheed's Star Supplier Award, and Bombardier Certified Supplier
Award, among many others. For more information, visit www.allfastinc.com.
Cautionary Notice Regarding Forward-looking
Statements
Any "forward-looking" statements contained herein, including those
relating to market conditions or the Company's financial condition and
results, expense reductions, liquidity expectations, business goals and
sales growth, involve risks and uncertainties, including, but not
limited to, risks and uncertainties with respect to general economic and
currency conditions, various conditions specific to the Company's
business and industry, the Company's ability to complete the acquisition
on the terms described above, or other acceptable terms or at all
because of a number of factors, including the failure to satisfy closing
conditions, the Company's ability to integrate Allfast and attain the
expected synergies, and the acquisition being accretive, the Company's
leverage, liabilities imposed by the Company's debt instruments, market
demand, competitive factors, supply constraints, material and energy
costs, technology factors, litigation, government and regulatory
actions, the Company's accounting policies, future trends, and other
risks which are detailed in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2013, and in the Company's Quarterly
Reports on Form 10-Q. These risks and uncertainties may cause actual
results to differ materially from those indicated by the forward-looking
statements. All forward-looking statements made herein are based on
information currently available, and the Company assumes no obligation
to update any forward-looking statements.
TriMas Corporation
Christine Parker, 248-631-5438
Communications
Specialist
christineparker@trimascorp.com
Source: TriMas Corporation
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