Azz Inc. · NYSE:AZZ
Azz — Merger or Acquisition (March 2022)
17 slides from Azz's merger presentation, Mar 7, 2022
Slide 1: AZZ to Acquire Precoat Metals
AZZ to Acquire Precoat Metals March 7, 2022
Slide 2: Safe Harbor Statement
INVESTOR PRESENTATION Safe Harbor Statement Certain statements herein about our expectations of future events or results constitute forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995, including the statements regarding our st
Slide 3: Non-GAAP Financial Measures
INVESTOR PRESENTATION Non-GAAP Financial Measures Some of the financial information and data contained in this press release, such as adjusted EBITDA and adjusted earnings per share, have not been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). The
Slide 4: Today's Presenters
INVESTOR PRESENTATION Today’s Presenters Tom Ferguson Philip Schlom David Nark President and Chief Chief Financial SVP of Marketing, Executive Officer Officer Communications and Investor Relations 4
Slide 5: Acquisition of Precoat Metals Accelerates AZZ's Strategic Priorities
INVESTOR PRESENTATION Acquisition of Precoat Metals Accelerates AZZ’s Strategic Priorities ■ AZZ to acquire Precoat Metals (“Precoat”) from Sequa Corporation, a portfolio company of Carlyle, for a purchase price of approximately $1.28 billion ■ Net purchase price of approximately $1.13 billion when
Slide 6: Transaction Summary
INVESTOR PRESENTATION Transaction Summary ■ AZZ to acquire Precoat for a purchase price of approximately $1.28 billion ■ Net purchase price of approximately $1.13 billion when adjusted for the net present value of approximately $150 million of expected net tax benefits Overview ■ Compelling valuatio
Slide 7: Strategic Rationale
INVESTOR PRESENTATION Strategic Rationale 1 Advances AZZ’s strategy of becoming predominantly a metal coatings company 2 Highly complementary acquisition extends AZZ’s position across the metal coating value chain 3 Leading industry positions across a broad and diverse set of customers 4 Attractive
Slide 8: Precoat Metals Is the Leading Independent Metal Coil Coating Solutions Provider in North America
INVESTOR PRESENTATION Precoat Metals Is the Leading Independent Metal Coil Coating Solutions Provider in North America Company Snapshot 2021A Revenue Breakdown ■ Leader in the advanced application of protective and decorative coatings and 4% 5% 5% related value-added services for steel and aluminum
Slide 9: Precoat's Value-Added Toll Processing Business Model
INVESTOR PRESENTATION Precoat’s Value-Added Toll Processing Business Model Overview of the Coil Coating Process ■ Coil coating is a continuous, highly automated process for coating metal before fabrication into end products ■ Steel or aluminum substrate in coil form is unwound, cleaned on both sides
Slide 10: AZZ's Continued Strategic Transformation Into a Focused Coatings Provider
INVESTOR PRESENTATION AZZ’s Continued Strategic Transformation Into a Focused Coatings Provider AZZ has taken strategic actions in recent years to prioritize its Metal Coatings segment, paving the way for our continued evolution into a focused coatings provider Metal Coatings Infrastructure Solution
Slide 11: Highly Complementary Acquisition Accelerates AZZ's Strategic Transformation
INVESTOR PRESENTATION Highly Complementary Acquisition Accelerates AZZ’s Strategic Transformation Acquisition of Precoat represents a continued transition of AZZ from a portfolio of businesses to a focused provider of coating and galvanizing solutions for critical applications Precoat Metals Advance
Slide 12: Combination Significantly Enhances AZZ's Scale and Margin Profile
INVESTOR PRESENTATION Combination Significantly Enhances AZZ’s Scale and Margin Profile Revenue Adjusted EBITDA and Margin ($ in millions) ($ in millions) ~$700 $1,604 17.3% 19.6% 18.3% $137(1) $293 $904 $156 Pro Forma Pro Forma Note: Based on financials as of LTM 11/30/2021 for AZZ and LTM 12/31/20
Slide 13: Compelling Opportunity for Additional Margin Upside
INVESTOR PRESENTATION Compelling Opportunity for Additional Margin Upside Common Culture of Operational Excellence and Improvement Shared vision of differentiated value-added solutions and quality Opportunity to capitalize on complementary best practices and know-how as a combined organization
Slide 14: Robust Cash Flow Generation to Drive Deleveraging
INVESTOR PRESENTATION Robust Cash Flow Generation to Drive Deleveraging Net Leverage Overview of Financing Plan (Net Debt / Pro Forma LTM Adjusted EBITDA) ■ Transaction expected to be funded with a combination of cash ~4.25x on hand, newly issued debt financing and the issuance of equity or equity-l
Slide 15: Closely Aligned With Our Previously Communicated Strategic Objectives
INVESTOR PRESENTATION Closely Aligned With Our Previously Communicated Strategic Objectives AZZ Acquisition Strategy North American Coatings Focus Strategic Fit Accretive Within the First Year Leading independent provider of value- Highly complementary acquisition extends Expected to be immedi
Slide 16: Highly Strategic Acquisition With Significant Upside Potential for Shareholders
INVESTOR PRESENTATION Highly Strategic Acquisition With Significant Upside Potential for Shareholders Integrate and enhance combined corporate culture and values to bring out the best of both organizations Greater investment and increased support to the Precoat team to drive improvements in the
Slide 17: Thank You
Thank You NYSE:AZZ