Dorman Products, Inc. has entered into a definitive agreement to acquire Dayton Parts for total consideration of $338 million, subject to customary adjustments. The transaction, which is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, is expected to close in the second half of 2021.
Dayton offers a complete line of undercarriage and other related products for commercial vehicles in the United States and Canada, representing one of the most comprehensive single-source product offerings available in the independent commercial vehicle aftermarket.
Dayton generated $168 million in net sales for the twelve months ended December 2020, and Dorman anticipates the acquisition of Dayton will be immediately accretive to adjusted diluted earnings per share, excluding one-time charges and acquisition-related intangible assets amortization.
The combined company will have best-in-class heavy-duty supplier capabilities, with strengthened fleet and distributor relationships across the United States and Canada. Dayton provides deep product coverage in the high-touch undercarriage component category, complementing Dorman’s current heavy-duty offering by adding approximately 25,000 SKUs and bringing strong brand recognition to Dorman’s light- and heavy-duty businesses, with a 100-year legacy of aftermarket participation and valuable long-term partnerships.
The acquisition is expected to significantly expand Dorman’s heavy-duty manufacturing and distribution platform, providing strategically placed distribution centers closer to wholesale distributors throughout the United States and Canada. This robust distribution network drives industry leading service speed for Dayton in the heavy-duty space, with an average product delivery time of 1 to 2 days across the United States and Canada, which will help Dorman better serve its current heavy-duty customers.
Kevin Olsen, Dorman’s President and Chief Executive Officer, commented: “This combination aligns with our previously stated strategy to diversify our customer base and product offering by further penetrating the heavy-duty segment, providing us with a complementary and attractive platform in an industry with strong underlying demand trends. Through the combined company, we will be able to offer our increasingly diverse customer base a more expansive product offering with improved distribution efficiency. We will also be able to leverage Dorman’s strong customer network and robust new product development process to accelerate Dayton’s revenue growth. Dayton is a leading independent provider of heavy-duty undercarriage parts and is a highly regarded brand in the marketplace. We are excited to welcome Dayton to the Dorman family and are excited about the value the combined company will generate for our customers and shareholders.”
Paul Anderson, Dayton’s President and Chief Executive Officer, commented: “The combination of Dorman and Dayton is extremely exciting. Our two companies are highly complementary and when you add Dorman’s new product capabilities, the combination gives Dayton a significant opportunity to deliver new solutions to its customers and drive outsized sales growth. We look forward to a successful completion of the transaction and becoming a part of the Dorman family.”
In connection with the transaction, Dorman expects to enter into a new $600 million revolving credit facility, which will replace its existing $100 million revolving credit facility. Borrowings under this new credit facility that are used to complete the transaction will result in net leverage of less than 1.0x. The robust cash flow generation of the combined companies, along with the new revolving credit facility, are expected to provide Dorman with greater flexibility to execute on its strategic priorities.
Until the transaction closes, both companies will operate independently and execute on their respective strategic priorities.
An investor presentation containing additional information regarding the transaction is accessible on Dorman’s website at DormanProducts.com under “Investor Relations.”