This morning Fortive announced merging its Automation & Specialty business with Altra Industrial. The initial transaction details are below.
Terms of the deal:
Partly structured as a Reverse Morris Trust and as Direct Purchases of Assets & Equity interest:
· FTV will contribute a portion of FTV A&S businesses to the newly created subsidiary
· FTV will distribute the equity interests in Spinco to FTV shareholders in either split-off or spin-off
· Spinco will merge with a subsidiary of Altra, and as a result will become a subsidiary of Altra, and Spinco shareholders will receive 35M shares of Altra common stock
· Upon closing, FTV will own 54% of the combined company, and Altra 46%
Fortive A&S brands Kollmorgen, Thomson, Portscap and Jacobs to be divested to new Spinco ($907M in sales, $220M in EBITDA)
Fortive shareholders to receive ~$3B ($1.4B in cash proceeds and debt reduction, $1.6B in newly issued Altra common stock)
Transaction expected to close by the end of the year
New Spinco:
Combined businesses to generate $1.8B in sales and $350M in EBITDA
Annual synergies of $50M (majority in costs) by year 4, and $6M revenue synergies from expansion into new geographies by year 4
Transaction accretive day 1 to adjusted EPS
$1B in FCF over next 5 years, will lead to quick deleverage from 4.3x net debt/EBITDA to 2-3x
Altra CEO and CFO to lead to Spinco
Strategic Benefit:
Create a leading power transmission & motion control company
Increase exposure to end markets with good secular trends
Expand portfolio of capabilities
FTV to bring its business system to Altra
Attractive financial profile with significant CF generation
Delivers cash savings
Altra Industrial Motion: $1.3B market cap (ticker AIMC), headquarters in Braintree MA
Altra designs, produces and markets a wide range of mechanical power transmission and motion control products.
More info on Reverse Morris Trust:
What is a ‘Reverse Morris Trust’
A reverse Morris trust is a tax-optimization strategy in which a company wishing to spin off and subsequently sell assets to an interested party can do so while avoiding taxes on any gains from such asset disposal. A reverse Morris trust is a form of organization that allows an entity to combine a subsidiary that was spun off with a strategic merger or combination with another company free of taxes, provided that all legal requirements for spin-off are met. To form a reverse Morris trust, a parent company must first spin off a subsidiary or other unwanted asset into a separate company, which is then merged or combined with a firm that is interested in acquiring the asset.
https://www.investopedia.com/terms/r/reverse-morris-trust.asp
$FTV.US
Julie S. Praline
Director, Equity Analyst
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