Item 7.01. Regulation FD Disclosure.
As previously announced, on
Unrealized Cost Savings & Synergies
· The Company believes that significant potential savings remain from recently
closed acquisitions, includingUnion Corrugating Company Holdings, Inc. ,Cascade Windows and Prime Window Systems. The Company estimates there are approximately$31 million in synergies that it anticipates can be realized over the next 18 months. The unrealized synergies consist of$21 million in procurement savings and$10 million in manufacturing, freight and logistics savings.
· The Company has further identified
savings from cost-out and productivity projects recently completed or planned over the course of 2022 that it anticipates can be realized over the next 18 months. These potential cost savings include approximately$62 million in manufacturing improvements,$12 million in freight and logistics savings, and$10 million in procurement savings.
· As disclosed in the Company's Definitive Proxy Statement filed on
(the "Proxy Statement"), these potential costs savings were reflected in theJanuary 3 Projections, as updated by theFebruary 3 Projections (as each such term is defined in the Proxy Statement). Impact of Coaters Divestiture
· The anticipated divestiture of our metal coil coatings business ("Coaters
Divestiture"), assuming it is completed, would have reduced the Company's
previously reported LTM pro forma adjusted EBITDA for Q1 2022 by
· After-tax proceeds from the Coaters Divestiture are expected to be
approximately$404 million . Quality of Earnings Benefit
· In preparation for the Merger, an independent third party performed a quality
of earnings analysis, which identified an additional$11 million of upward adjustments relative to the Company's reported LTM pro forma adjusted EBITDA, primarily from the recognition of a discontinued product line, and the anticipated reduction in public company costs following the Merger.
The information furnished with this Current Report on Form 8-K constitutes only
a portion of the presentation materials being utilized in the lender
presentation and is summary information that should be considered in the context
of the Company's filings with the
The information in this Item 7.01 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
Certain statements and information in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "anticipate," "guidance," "plan," "potential," "expect," "should," "will," "forecast," "target" and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts and estimates, and therefore, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Such forward-looking statements may include, but are not limited to, statements concerning our ability to achieve potential costs savings and synergies, quality of earnings benefit and other performance expectations.
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Among the factors that could cause actual results to differ materially include,
but are not limited to, the consummation of CD&R's acquisition of the Company
and the proposed sale of the coil coatings business, including the timely
receipt of stockholder and regulatory approvals (or any conditions, limitations
or restrictions placed on such approvals); the effect of CD&R's acquisition of
the Company and the sale of the coil coatings business on our ability to
maintain relationships with customers and other third parties, on management's
attention and other risks and uncertainties that may affect future results;
industry cyclicality and seasonality and adverse weather conditions; challenging
economic conditions affecting the residential, non-residential and repair and
remodeling construction industries and markets; commodity price volatility
and/or limited availability of raw materials, including steel, polyvinyl
chloride ("PVC") resin, glass, aluminum and natural gas due to supply chain
disruptions; our ability to identify and develop relationships with a sufficient
number of qualified suppliers and to mitigate risk in the event that a
significant supplier experiences a significant production or supply chain
interruption; the increasing difficulty of consumers and builders in obtaining
credit or financing; an increase in the macroeconomic inflationary environment;
our ability to successfully achieve price increases to offset cost increases;
our ability to successfully implement operational efficiency initiatives; our
ability to successfully integrate our acquired businesses; retention and
replacement of key personnel; volatility in the
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