In connection with the acquisition, LMI plans to change its organizational strategy by placing greater responsibility and leadership in the Aerostructures segment. Charlie and Henry Newell, Valent's current co-Chief Executive Officers, will assume the newly created positions of Co-Presidents of the LMI Aerostructures Segment. The senior leadership team of the combined business will be located in both St. Charles and Kansas City.
"None of this could be possible without the dedication and continuing effort from all our Associates, to whom we are very grateful," said Charlie Newell, Valent's co-Chief Executive Officer. "We also sincerely appreciate our customers supporting our vision of machining, processing and assembling major aircraft assemblies as their trusted and aligned partner. Everyone at Valent is looking forward to working with LMI and benefiting from their additional capabilities. This is a great fit for our company."
The transaction, unanimously approved by LMI's Board of Directors, is subject to various closing conditions, including regulatory approvals, and is expected to be completed by December 31, 2012. The purchase consideration payable to Valent's equity holders at closing would be approximately $237 million, less retained indebtedness of approximately $12.6 million and would include $15 million of LMI stock. The aggregate consideration of approximately $246.7 million with respect to the transaction, which includes the retained obligations of $9.7 million and retained indebtedness of $12.6 million, represents approximately 8.6 times projected 2013 EBITDA, pre-synergies, after adjusting for the estimated $35 million of tax benefits created by LMI's acquisition of Valent. The purchase agreement also includes a potential earnout of up to $40 million in the event Valent surpasses certain EBITDA thresholds in 2013.
LMI has entered into a commitment letter with RBC Capital Markets to provide $300 million of new senior secured credit facilities to finance the Valent acquisition, refinance existing debt and fund working capital requirements. The new senior credit facilities would replace LMI's existing senior credit facility. LMI expects slight dilution in 2013 EPS as a result of the acquisition, but anticipates the Valent acquisition to be highly accretive to EPS in 2014.
Advisors to LMI on the transaction are: RBC Capital Markets, exclusive financial advisor; Polsinelli Shughart PC, legal advisor; and AeroAdvisory, LLC, strategic deal planning and due diligence advisor.
Advisors to Valent are: Wells Fargo Securities, financial advisor and SNR Denton, legal advisor.
Assuming a closing by December 31, 2012, LMI plans to provide updated guidance for 2013 reflecting the Valent acquisition in conjunction with the release of LMI's 2012 annual financial results.
LMI will hold a conference call to discuss the proposed transaction today, December 6, 2012, at 11:00 a.m. Eastern Time. The dial-in number for the conference call is (866) 307-3343. The call will be webcast and can be accessed on the investor relations section of LMI's website, http://www.lmiaerospace.com. After the conference call, a webcast replay will remain available on the investor relations section of LMI's website for 30 days.
LMI Aerospace, Inc. is a leading provider of design engineering services and supplier of structural assemblies, kits and components to the aerospace and defense markets. Through its Aerostructures segment, the company primarily fabricates, machines, finishes, integrates, assembles and kits formed close tolerance aluminum and specialty alloy and composite components and higher level assemblies for use by the aerospace, defense and technology industries. It manufactures more than 30,000 products for integration into a variety of aircraft platforms manufactured by leading original equipment manufacturers and Tier 1 aerospace suppliers. Through its Engineering Services segment, operated by its D3 Technologies, Inc. subsidiary, the company provides a complete range of design, engineering and program management services, supporting aircraft product lifecycles from conceptual design, analysis and certification through production support, fleet support and service life extensions via a complete turnkey engineering solution.
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