Myers Industries, Inc., a leading manufacturer and distributor of industrial products, announced it has entered into an Agreement and Plan of Merger through which it will acquire Signature Systems, a leader in composite ground protection solutions.
“Signature Systems is a meaningful catalyst in the transformation of Myers Industries. Signature aligns extremely well with our targeted acquisition criteria: Signature has a leading market position, with branded and differentiated products, serving fast-growing end markets. Signature provides Myers an attractive complementary platform for long-term growth driven by world-wide investments in infrastructure over the next decade,” says Mike McGaugh, CEO of Myers.
Based in Flower Mound, TX with production operations in Orlando, FL, Signature’s products are complementary to those sold by Myers. The company is a manufacturer and distributor of high-quality, branded composite ground protection products and is also a leading provider of turf protection solutions for stadiums and event venues in North America. Signature has projected 2023 revenue, operating income, and Adjusted EBITDA of approximately $122 million, $24 million and $44 million, respectively.
“We look forward to joining the Myers Industries team and for Signature to represent an important and complementary addition to the combined Company,” says Signature CEO Jeff Condino. “Signature’s business continues to benefit from powerful tailwinds in infrastructure investments. Our highly engineered ground protection products are well positioned for continued growth due to the conversion from wood products to composite matting solutions. Our vision for the future of Signature aligns with Myers long-term strategy and we are confident that our cultures are equally well aligned.”
Myers will acquire Signature for a total consideration of approximately $350 million, subject to customary adjustments. The transaction is expected to close in the first quarter of 2024 and to be neutral to slightly dilutive to US GAAP EPS in 2024, but then deliver EPS accretion of $0.20-$0.30 in 2025, $0.40 - $0.50 in 2026 and additional meaningful EPS accretion beyond 2026. Annualized run-rate operational and cost synergies of $8 million are expected to be fully captured by 2025.
The transaction will be financed through a new $350 million credit facility. Projected net leverage ratio, as defined in the credit facility, is within Myers’ strategy of having a net leverage ratio of approximately 3x at the time of acquisition, with combined free cashflow expected to allow for paydown to under 2x within two years of closing.
Moelis & Company LLC served as exclusive financial advisor to Myers with respect to the transaction, while Vorys, Sater, Seymour and Pease LLP and Davis Polk & Wardwell LLP provided legal counsel. William Blair & Company LLC served as exclusive financial advisor and Honigman LLP served as legal counsel to Signature.
