Leading provider of cutting-edge access control
technologies and building product solutions for the self-storage
and industrial sectors
Accretive new partnership with special purpose
acquisition company, Juniper Industrial Holdings, founded by
Honeywell veterans with unique insights into Janus’s technology
focused product offerings
Pro forma implied enterprise value of
approximately $1.9 billion and anticipated market capitalization of
approximately $1.4 billion at closing
Transaction financed through $348 million of
cash held in Juniper’s trust account and a $250 million PIPE, which
includes investments by Baron Capital Group, Fidelity Management
& Research Company LLC, as well as members of Juniper’s Board
of Directors, including Dave Cote, Former Chairman and CEO of
Honeywell
Investor Call on December 22, 2020 at 9:00 am
EST
Clearlake Capital Group, L.P. (“Clearlake”) portfolio company
Janus International Group, LLC (“Janus” or the “Company”), the
leading global manufacturer and supplier of turn-key building
solutions and new access control technologies for the self-storage
and other industrial sectors, announced today that its indirect
parent company, Janus Midco, LLC, has entered into a definitive
agreement for Janus to become a public company through a merger
with Juniper Industrial Holdings, Inc. (NYSE: JIH) (“Juniper”), a
publicly-listed special purpose acquisition company. Upon the
closing of the transaction, the Company will continue to operate as
Janus and will be listed on the NYSE under the ticker symbol “JBI”.
Clearlake will remain the largest shareholder in the combined
company upon completion of the transaction, and current Chief
Executive Officer Ramey Jackson will continue to lead the
Company.
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“Over the last five years at Janus we have nearly doubled our
revenue, and we expect to continue showing strong organic growth in
the future as a public company,” said Mr. Jackson. “We are thrilled
to be going public at this watershed moment in the industries we
serve, where existing infrastructure is either sold-out or requires
extensive upgrades. We continue to enjoy a very successful
partnership with Clearlake and are grateful for the resources their
team has brought to our business, as well as their assistance in
the development and expansion of our proprietary Nokē access
control technology offerings. It is my pleasure to continue to work
with our exceptional Janus leadership team, as well as Clearlake
and Juniper, to strategically grow the business.”
“We are enthusiastic about Janus’s future prospects and believe
the Company will be able to accelerate its compelling growth plans
as a public company,” said José E. Feliciano, Chairman of the Janus
Board of Managers and Co-Founder and Managing Partner at Clearlake,
and Colin Leonard, Partner at Clearlake. “Janus has an unparalleled
position in the products and technologies it offers to the
self-storage and industrial sectors, which are experiencing
significant tailwinds. We are excited to continue supporting Ramey
and his team while leveraging the experience of our new partners at
Juniper to expand Janus’s access control solutions, technology
offerings, and inorganic growth plans. We believe Janus is a
testament to the Clearlake O.P.S.® (Operations, People, and
Strategy) framework, and we intend to continue leveraging our
extensive resources across the firm in support of the Company’s
buy-and-build approach and its development and adoption of game
changing products and new technologies for its customers.”
“Janus represents an excellent opportunity to invest in a
world-class provider of self-storage and industrial building
product solutions that has delivered consistent growth and market
outperformance. The Company’s track record of delivering strong
organic, high-margin growth and significant cash flow generation
spans both up and down economies,” said Roger Fradin, Chairman of
Juniper. “We are very pleased to partner with Janus’s proven
management team, which possesses a deep understanding of its
resilient markets and customers. We look forward to supporting
Janus’s continued M&A program and maximizing the value creation
potential of its geographic expansion and adjacent opportunities as
a public company.”
Janus serves over 10,000 customers worldwide, offering a
best-in-class platform that includes exterior and interior
self-storage products; comprehensive, efficient and reliable
installation service; a Replacement, Remix & Renovation (“R3”)
division for retrofit and adaptation projects; unique smart access
control and facility management technology; and a comprehensive
offering of rolling steel doors for the warehouse, industrial and
commercial & auto repair segments. As the only industry player
with a nationwide manufacturing and installation network, Janus
possesses deep customer relationships and serves as the complete
lifecycle partner to its customers.
The Company established itself as the market leader in the
self-storage space by providing cutting-edge solutions that address
unique and growing market needs. At its core, demand for Janus
solutions is driven by over 90% utilization of existing
self-storage units nationwide and continued opportunities for R3
projects in an aging market where approximately 60% of installed
facilities are over two decades old. Janus is uniquely positioned
to continue to gain market share in the industrial end market,
which has been bolstered by the growth of e-commerce and the
resulting substantial increase in warehouse footprint across a
variety of end-markets. Lastly, Janus’s access control product
offerings through Nokē have seized a first-mover advantage in a
nascent but largely untapped market for smart facilities and
wireless management technology.
Janus Investment Highlights
- Leading provider of self-storage solutions, industrial
building products and access control technologies
- Best-in-class platform serves as the “one-stop-shop” to
revitalize, enhance, and improve the economics of aging assets
- Proven track record of strong, high-margin growth with an
organic compounded annual growth rate of 10% since 2016 and
Adjusted EBITDA margins of over 25%
- Pro forma implied enterprise value of approximately $1.9
billion and market capitalization of approximately $1.4 billion at
closing
- A strong cash flow profile that should allow for accelerated
deleveraging, as well as continued capital deployment through the
company's highly accretive M&A program
Janus’s management team, with decades of leading self-storage,
industrials and sales experience, is led by Chief Executive Officer
Ramey Jackson and Chief Financial Officer Scott Sannes. Management
will be supported by a highly experienced Board of Directors, with
Mr. Feliciano remaining as Chairman of the board. He will be joined
on the board by David Curtis, existing board member and Janus
founder, Mr. Fradin, Chairman of Juniper and former Vice Chairman
of Honeywell, and Brian Cook, Chief Executive Officer of Juniper
and former Vice President and Global Head of M&A at Honeywell,
among others.
Transaction Overview
The transaction is expected to be funded through a combination
of approximately $348 million held in Juniper’s trust account
(assuming no redemptions are effected) as well as the proceeds of a
$250 million PIPE backed by several blue-chip institutional
investors, including Baron Capital Group, Fidelity Management &
Research Company LLC, and members of Juniper’s Board of Directors,
including Former Chairman and CEO of Honeywell Dave Cote. Existing
Janus shareholders are expected to own approximately 51% of the
Company at closing, while Juniper Founders are expected to own
approximately 5%.
The transaction values Janus at an implied $1.9 billion pro
forma enterprise value, or 11.9 times calendar year 2021 estimated
Adjusted EBITDA of approximately $162 million before public company
costs, which is at a substantial discount to the Company’s peer
group. The Company will have a pro-forma net leverage ratio of
approximately 3.5 times its estimated 2021 Adjusted EBITDA at
closing, with significant visibility to deleveraging based on the
Company’s cash flow profile.
The Boards of Directors of Juniper and the Board of Managers of
Janus have unanimously approved the transaction. The transaction is
subject to approval by Juniper’s shareholders and the satisfaction
of other customary closing conditions.
Additional information about the proposed business combination,
including a copy of the business combination agreement and investor
presentation, is provided in a Current Report on Form 8-K filed by
Juniper with the Securities and Exchange Commission and available
at www.sec.gov. The investor presentation can also be found on
Janus’s website at www.janusintl.com and Juniper’s website at
www.juniperindustrial.com.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor to
Janus. UBS is acting as financial and capital markets advisor as
well as placement agent to Juniper. Moelis & Company LLC is
also acting as financial advisor to Juniper.
Investor Conference Call Information
Janus and Juniper will host a joint investor conference call to
discuss the proposed transaction today, December 22, 2020, at 9:00
am EST.
To listen to the prepared remarks via telephone, dial
1-877-407-0789, or for international callers, dial 1-201-689-8562.
For those who are unable to listen to the live call, a replay will
be available on the Juniper website after the call at
www.juniperindustrial.com.
The live conference call webcast, a related investor
presentation with more detailed information regarding the proposed
transaction and a transcript of the investor call will also be
available at www.juniperindustrial.com. The investor presentation
will also be furnished today to the SEC, which can be viewed at the
SEC’s website at www.sec.gov.
About Janus International Group
Janus International Group (“Janus”) is the leading global
manufacturer and supplier of turn-key self-storage, commercial and
industrial building solutions, including: roll up and swing doors,
hallway systems, re-locatable storage units, and facility and door
automation technologies. The Janus team operates out of several
U.S. locations and five locations internationally. More information
is available at www.janusintl.com.
About Clearlake
Clearlake Capital Group, L.P. is a leading investment firm
founded in 2006 operating integrated businesses across private
equity, credit and other related strategies. With a sector-focused
approach, the firm seeks to partner with world-class management
teams by providing patient, long-term capital to dynamic businesses
that can benefit from Clearlake’s operational improvement approach,
O.P.S.® The firm’s core target sectors are industrials, technology,
and consumer. Clearlake currently has approximately $25 billion of
assets under management and its senior investment principals have
led or co-led over 200 investments. The firm has offices in Santa
Monica and Dallas. More information is available at
www.clearlake.com and on Twitter @ClearlakeCap.
About Juniper Industrial Holdings, Inc. (NYSE: JIH)
Juniper Industrial Holdings (“JIH” or “Juniper”) is a Special
Purpose Acquisition Corporation (“SPAC”) targeting companies within
the industrials sector. With $348 million in trust, the SPAC was
formed for the purpose of entering into a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Juniper’s
management team has a proven track record of identifying
market-leading technologies across the industrial spectrum, and an
affinity for businesses with strong brands and mission-critical
offering. The Juniper team has a robust network of relationships
within industrial and investment communities built over 60+ years
of combined industry experience, and a deep understanding of
industrial trends. More information is available at
www.juniperindustrial.com.
Important Information and Where to Find It
This communication is being made in connection with the proposed
business combination involving Juniper and Janus, Juniper intends
to file with the SEC a registration statement on Form S-4
containing a preliminary proxy statement and a preliminary
prospectus of Juniper, and after the registration statement is
declared effective, Juniper will mail a definitive proxy
statement/prospectus relating to the proposed business combination
to its shareholders. This announcement does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Juniper’s shareholders and other interested
persons are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about Juniper, Janus and the business
combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to shareholders of Juniper as
of a record date to be established for voting on the proposed
business combination. Shareholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov. In addition, the documents filed by Juniper may be
obtained free of charge from Juniper at
www.juniperindustrial.com/investors. Alternatively, these
documents, when available, can be obtained free of charge by
directing a request to: Juniper Industrial Holdings, Inc., 14
Fairmount Avenue, Chatham, New Jersey 07928.
Participants in the Solicitation
Juniper, Janus and certain of their directors and executive
officers may be deemed participants in the solicitation of proxies
from Juniper’s shareholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Juniper is
contained in Juniper’s annual report on Form 10-K for the fiscal
year-ended December 31, 2019, which was filed with the SEC and is
available free of charge at the SEC’s web site at www.sec.gov. In
addition, the documents filed by Juniper may be obtained from
Juniper as described above under “Important Information and Where
to Find It.”
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Forward Looking Statements
Certain statements in this communication may be considered
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact included in this communication
are forward-looking statements. When used in this communication,
words such as “may,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “continue,” or the negative of
such terms or other similar expressions, as they relate to the
management team, identify forward-looking statements. Such
forward-looking statements are based on the current beliefs of the
respective management of Janus and Juniper, based on currently
available information, as to the outcome and timing of future
events, and involve factors, risks, and uncertainties that may
cause actual results in future periods to differ materially from
such statements. Actual results could differ materially from those
contemplated by the forward-looking statements as a result of
certain factors detailed in Juniper’s filings with the SEC
including, but not limited to, the risk factors and other
uncertainties set forth under “Risk Factors” in Part I, Item 1A of
Juniper’s Form 10-K for the year ended December 31, 2019 and in
Juniper’s other filings. There can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Janus nor Juniper is under
any obligation, and each of them expressly disclaims any
obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law. All
subsequent written or oral forward-looking statements attributable
to Janus or Juniper or persons acting on its behalf are qualified
in their entirety by this paragraph.
In addition to factors previously disclosed in Juniper’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements
or historical performance: (i) ability to meet the closing
conditions to the merger, including approval by stockholders of
Juniper on the expected terms and schedule and the risk that any
regulatory approvals required for the merger are not obtained or
are obtained subject to conditions that are not anticipated; (ii)
the occurrence of any event, change or other circumstance that
could cause the termination of the merger agreement or a delay in
the closing of the merger; (iii) the effect of the announcement or
pendency of the proposed merger on Juniper’s business
relationships, operating results, and business generally; (iv)
failure to realize the benefits expected from the proposed
transaction; (v) risks that the proposed merger disrupts Janus’s
current plans and operations and potential difficulties in Janus’s
employee retention as a result of the proposed merger; (vi) the
effects of pending and future legislation; (vii) risks related to
disruption of management time from ongoing business operations due
to the proposed transaction; (viii) the amount of the costs, fees,
expenses and other charges related to the merger; (ix) risks of the
self-storage industry; (x) the highly competitive nature of the
self-storage industry and Janus’s ability to compete therein; (xi)
litigation, complaints, and/or adverse publicity; (xii) the ability
to meet NYSE’s listing standards following the consummation of the
proposed transaction and (xiii) cyber incidents or directed attacks
that could result in information theft, data corruption,
operational disruption and/or financial loss.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in Juniper and is not intended to form the basis of
an investment decision in Juniper. All subsequent written and oral
forward-looking statements concerning Janus and Juniper, the
proposed transaction or other matters and attributable to Janus and
Juniper or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Juniper and Janus undertake no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
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Investor Contacts, Janus Rodny Nacier / Brad Cray
IR@janusintl.com (770) 562-6399 Media Contacts, Janus Phil
Denning / Nora Flaherty Media@janusintl.com Media Contacts,
Clearlake Jennifer Hurson JHurson@lambert.com
Juniper Industrial (NYSE:JIH)
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