Uni-Select Inc. has completed the purchase of FinishMaster, Inc., the large independent distributor of automotive paints, coatings and accessories in the U.S. The acquisition was based on a purchase price of approximately US$210 million, including the assumption of an estimated net debt of US$45 million. Each holder of issued and outstanding shares of FinishMaster was entitled to receive US$21.00 per share, representing a premium of approximately 32% to the 30-day trailing average share price of FinishMaster on the OTC Market Pink Sheets before the announcement of the transaction. According to Uni-Select, the transaction makes Uni-Select the largest independent distributor of automotive paints, coatings and related accessories in North America, with an expanded footprint in the important U.S. market. Headquartered in Indianapolis, Indiana, FinishMaster commands an estimated 15% market share of the approximately US$2.7 billion U.S. PBE industry. For the twelve-month period ending September 30, 2010, FinishMaster recorded US$415 million in sales and US$26 million in EBITDA. The assets and operations acquired by Uni-Select increase the company’s total U.S. presence to 35 states, with expected combined North American sales of approximately $1.8 billion. The Transaction also creates a growth platform by expanding Uni-Select’s product offering at its U.S. locations, improving the quality and breadth of its PBE products and presenting a range of cross-selling opportunities and operational efficiencies. FinishMaster’s operations will continue to be managed by its existing executive team. “Uni-Select is in a significant period of growth as we continue to execute our five-year strategic plan. Our focus is on expanding our operations in the U.S. market and the acquisition of FinishMaster was truly a landmark transaction,” said Richard G. Roy, president and CEO of Uni-Select. “We have reinforced our U.S. growth platform, and are eager to leverage the knowledge and expertise of the FinishMaster executive team as we continue to pursue initiatives that create value for shareholders.”
Uni-Select Finalizes $503.5 Million Refinancing Agreement
Uni-Select also announces the closing of new unsecured credit facilities for a 5-year term comprised of a US$200 million long-term facility and a US$200 million revolving credit facility. These new credit facilities replace Uni-Select’s facilities that were due to be renewed within a year. These credit facilities are in addition to the previously-announced equity offering of $51.8 million of subscription receipts for common shares and $51.8 million of convertible unsecured subordinated debentures underwritten by a group led by National Bank Financial Inc., each fully subscribed including the overallotments. A portion of the proceeds was used to finance Uni-Select’s acquisition of FinishMaster. The remainder of the credit will be used to finance Uni-Select’s working capital and ongoing business development. “The impressive scale of our refinancing agreement is a reflection of both our successful track record and future potential to generate cash flow,” said Denis Mathieu, vice president and chief financial officer of Uni-Select.