HD Supply Holdings Inc. on Tuesday said it agreed to sell its construction and industrial business, known as White Cap, to private-equity firm Clayton Dubilier & Rice for $2.9 billion in cash. CD&R said it would combine the carved-out unit with a Sterling Group company.

Based in Atlanta, HD Supply had previously expected to split off White Cap as a separate public company, but put those plans on hold in March as the coronavirus pandemic led to chaotic market conditions.

The Transaction

NYC-based private equity firm, Clayton, Dubilier & Rice LLC (CD&R), announced today to acquire the Construction & Industrial business (White Cap) of Atlanta, Georgia-based industrial distributor, HD Supply Holdings Inc (HD Supply), for a total cash consideration of USD 2.9bn.

In addition, CD&R announced to combine White Cap with Denver, Colorado-based the Construction Supply Group (CSG), in a transaction valuing the combined company at USD 4bn.

Post-completion of the transactions, CD&R to own 65% stake and CSG’s current shareholders, led by the Sterling Group (Sterling), to own a 35% stake in the combined company. John Stegeman, White Cap’s current CEO, and Alan Sollenberger, White Cap’s current President, to lead the combined company.

The transactions to create a leading North American distributor of a diverse mix of concrete accessories and specialty construction and safety products, with annual revenue of more than USD 4bn.

The acquisition of White Cap is expected to close in October 2020 and is not conditioned on the closing of the acquisition of CSG.

HD Supply expects net cash proceeds of USD 2.5bn from the transaction, to be used to its shareholders, fund M&A activity and repay debt.

“This transaction will enable the HD Supply leadership team to intensify our focus on Facilities Maintenance, while also returning capital to our HD Supply shareholders”, said Joe DeAngelo, HD Supply Chairman, President & CEO.

The Target

White Cap serves as a one-stop shop providing concrete accessories and chemicals, tools and equipment, building materials and fasteners, erosion and waterproofing and safety products to professional contractors.

White Cap’s revenue increased by 2% y-o-y to USD 3bn, while its adjusted EBITDA increased by 0.6% y-o-y to USD 327mn, for the year ended 2 Feb 2020. Based on these figures, the implied P/S and P/EBITDA multiples for the transaction are 0.96x and 12.2x, respectively, calculated by AnalyzeMarkets.

The Acquirer

Established in 1978, CD&R is a private equity firm. It has managed the investment of more than USD 30bn in 93 companies with an aggregate transaction value of circa USD 140bn, since its inception.

Earlier this year in May, AnalyzeMarkets reported that CD&R completed its acquisition of 100% stake in London-based healthcare and communications company, Huntsworth plc (Huntsworth), for an enterprise value of GBP 575mn (USD 719mn).

Source: AnalyzeMarkets

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