AAON Announces Acquisition of BasX Solutions
13 December 2021 - 11:00PM
AAON, Inc. (NASDAQ: AAON) (“AAON” or the “Company”), a leader in
innovation and production of premium quality, highly energy
efficient HVAC products for nonresidential buildings, today
announced it completed the acquisition of BasX, LLC, dba BasX
Solutions (“BasX” or “BasX Solutions”) on December 10, 2021. The
Company previously announced on November 18, 2021 that it had
entered into a membership interest purchase agreement to acquire
100% of the equity interests of BasX, LLC.
The transaction was funded through a combination
of cash, borrowings under its revolving credit facility and equity.
The terms required an upfront payment of $100 million, of which
almost all was funded via cash-on-hand. Additional payments, all of
which would be in the form of equity, valued at up to an additional
$80 million, are subject to earn-out milestones that extend through
2023. Finally, as a condition to closing, AAON signed a real estate
purchase agreement with BasX Properties, LLC, an affiliate of BasX,
to acquire the real property and improvements utilized by BasX for
an additional $22 million, with such real estate transaction
subject to customary closing conditions and adjustments. The
Company expects this real estate transaction to close by the end of
the first quarter of 2022.
BasX Solutions, headquartered in Redmond,
Oregon, specializes in the design, engineering and manufacturing of
custom, high performance cooling solutions for the rapidly growing
hyperscale data center market. BasX also designs and manufactures
custom solutions for cleanroom environments for the
bio-pharmaceutical, semiconductor, medical and agriculture markets,
as well as custom, energy efficient air handlers and modular
solutions for a vast array of markets.
“This is a significant milestone in our
Company’s history, and we are pleased to formally welcome the BasX
Solutions family to AAON” commented Gary Fields, AAON’s President
and Chief Executive Officer. “Strategically, this acquisition
provides AAON with an immediate presence in the high-growth data
center and cleanroom markets, both of which the Company has
historically had minimal exposure. The growth and profitability
fundamentals of these new markets are very compelling, and we are
eager to leverage the BasX platform with our financial strength and
manufacturing capacity to drive accelerated share gains. We also
believe there are material cost synergies that will result from the
combined entity. Overall, we believe the strategic and financial
benefits resulting from this acquisition are compelling for our
Company and all of our stakeholders.”
In 2021, BasX is expected to realize revenue of
approximately $70 million and EBITDA margin in the mid-to-high
double digits. The transaction is expected to be accretive to
AAON’s organic revenue growth and earnings, excluding upfront
acquisition-related costs and ongoing purchase accounting
amortization expenses.
A slide presentation with additional details
regarding the transaction was made available at the time the
agreement to acquire BasX Solutions was announced, and can be found
on AAON’s website at:
https://www.aaon.com/Documents/Investors/2021/BasX_Acquisition_Presentation_Exhibit_211118.pdf.
About AAON
AAON, Inc. is engaged in the engineering,
manufacturing, marketing and sale of air conditioning and heating
equipment consisting of standard, semi-custom and custom rooftop
units, chillers, packaged outdoor mechanical rooms, air handling
units, makeup air units, energy recovery units, condensing units,
geothermal/water-source heat pumps, coils and controls. Since the
founding of AAON in 1988, AAON has maintained a commitment to
design, develop, manufacture and deliver heating and cooling
products to perform beyond all expectations and demonstrate the
value of AAON to our customers. For more information, please visit
www.AAON.com.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “expects”, “anticipates”,
“intends”, “plans”, “believes”, “seeks”, “estimates”, “should”,
“will”, and variations of such words and similar expressions are
intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions, which are difficult
to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. We undertake no
obligations to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important factors that could cause results to differ materially
from those in the forward-looking statements include (1) the timing
and extent of changes in raw material and component prices, (2) the
effects of fluctuations in the commercial/industrial new
construction market, (3) the timing and extent of changes in
interest rates, as well as other competitive factors during the
year, and (4) general economic, market or business conditions.
Contact InformationJoseph
MondilloDirector of Investor RelationsPhone: (617) 877-6346Email:
joseph.mondillo@aaon.com
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