Champion Homes, Inc. · NYSE:SKY
Champion Homes — Skyline — Merger or Acquisition (January 2018)
16 slides from Champion Homes's merger presentation, Jan 25, 2018
Slide 1: Business Combination of Skyline Corporation and Champion Homes
CoverPageAddedID logoRBCCM1 Capital Markets 0 Business Combination of Skyline Corporation and Champion Homes Creating the Nation’s Largest Publicly Traded Factory-Built Housing Company January 25, 2018 79 129 189 157 177 207 195 12 62 53 88 131 89 89 89 144 20 100
Slide 2: Disclaimer: Forward-Looking Statements
Disclaimer Forward-Looking Statements Statements in this presentation and discussions that follow regarding the proposed transaction between Skyline Corporation (“Skyline”) and Champion Enterprises Holdings, LLC (“Champion Homes” or “Champion”), the expected timing for completing the proposed transa
Slide 3: Proven Leadership
Proven Leadership Keith Anderson Chief Executive Officer Appointed CEO of Champion Homes in January 2015 Mr. Anderson has served on Champion’s Board of Directors since 2013 Prior to Champion, he served as EVP and COO of Walter Investment and President and CEO of Green Tree Servicing Laurie Hough Chi
Slide 4: Champion Homes and Skyline: A Compelling Strategic Combination
Champion Homes and Skyline: A Compelling Strategic Combination Attractive market dynamics with meaningful increase in industry shipments, strong demographic trends and financing availability Creates a leading factory-built housing player with #2 North American market position Results in an attractiv
Slide 5: Transaction Overview: Structure, Consideration and Governance
Structure / Consideration Stock-for-stock, tax-free transaction Skyline expects to declare a dividend to its existing shareholders of its excess net cash less transactional expenses Pro Forma Ownership Champion shareholders: 84.5% Skyline shareholders: 15.5% Post-Close Management & Governance Execut
Slide 6: Continued Growth in Manufactured and Modular Construction
Continued Growth in Manufactured and Modular Construction… Manufactured Housing Shipments as Percent of Total Home Starts(1) Source: U.S. Census Bureau, Dodge Data and Analytics, Wall Street research. (1) Total home starts include single-family starts and manufactured home sales. (000s of units) Ann
Slide 7: Supported by Favorable Demographic Trends
…Supported by Favorable Demographic Trends Source: Green Street Advisors, U.S. Census Bureau, National Association of Realtors, and Federal Reserve Bank of St. Louis. (1) Consumer Financial Protection Bureau – Manufactured housing consumer finance in the U.S. (2) Represents all buyers. Site-Built Ho
Slide 8: Overview of Champion
Overview of Champion Champion designs and builds manufactured and modular homes for a wide range of homebuyers, as well as factory-built solutions for commercial use 2nd largest factory-built housing player in North America today, with facilities located throughout the United States and Canada Champ
Slide 9: Overview of Skyline
Overview of Skyline Financial Overview Note: Skyline LTM as of 12/3/17. Skyline fiscal year ends May 31. (1) Pro forma for discontinued Elkhart and Mansfield operations. (2) Refer to Adjusted EBITDA reconciliation in Appendix. Net Sales(1) ($ in millions) Adjusted EBITDA & Margin(2) ($ in millions)
Slide 10: Enhanced Platform Drives Significant Shareholder Value
Enhanced Platform Drives Significant Shareholder Value Combination creates clear #2 North American market leader with greater than $1.2 billion in LTM combined pro forma net sales Top 3 position in most major regions in the United States #1 market position in Western Canada Establishes a Leadership
Slide 11: A Combination of Two Market Leading Platforms
Market Share 14% 4% 18% Products & Services Overview Manufactured Homes Modular Homes Park Models Commercial Modular Construction Logistics Retail Manufactured Homes Modular Homes Park Models Manufactured Homes Modular Homes Park Models Commercial Modular Construction Logistics Retail Operating Foot
Slide 12: Significant Synergy Opportunity
Significant Synergy Opportunity Expected total synergies of $10-15 million over next 24 months Cross-Sell Opportunities Cost Synergies Optimizing Manufacturing Output Cross-selling opportunities to existing customers of Skyline and Champion Leveraging specialized community financing programs and nat
Slide 13: Highly Attractive Financial Profile
Significantly increased size and scale, with pro forma combined net sales of greater than $1.2 billion Highly Attractive Financial Profile ($ in millions) LTM Net Sales(1) LTM Adjusted EBITDA(2) Note: Champion LTM as of 12/30/17. Skyline LTM as of 12/3/17. (1) Skyline net sales pro forma for discont
Slide 14: Appendix
Appendix
Slide 15: Champion Adjusted EBITDA Reconciliation
Champion Adjusted EBITDA Reconciliation ($ in thousands) Note: Champion LTM as of 12/30/17.
Slide 16: Skyline Adjusted EBITDA Reconciliation
Skyline Adjusted EBITDA Reconciliation ($ in thousands) Note: Skyline LTM as of 12/3/17.