nVent to Acquire ECM Industries, LLC

Rhea-AI Summary

nVent Electric plc (NYSE: NVT) has announced its acquisition of ECM Investors, LLC for $1.1 billion. This strategic move aims to enhance nVent's portfolio in electrical power connection and grounding solutions, particularly with the ILSCO brand. The acquisition will expand its cable management offerings and introduce tools and test instruments. With ECM Industries reporting revenues of $415 million and adjusted EBITDA of $104 million for the year ending February 28, 2023, the deal is expected to be accretive to nVent's earnings per share in 2023 and on a GAAP basis in 2024. The transaction is expected to close in Q2 2023, subject to regulatory approval.

Positive

• Acquisition price of $1.1 billion aligns with nVent's strategy for long-term value creation.
• ECM Industries' $415 million in revenues and $104 million in adjusted EBITDA will boost nVent's financial metrics.
• The acquisition is projected to be accretive to adjusted EPS in 2023 and GAAP EPS in 2024.
• Enhancements in nVent's product offerings through ECM's complementary products and brands.

Negative

• The effective enterprise value multiple of 10.6 times ECM's adjusted EBITDA may indicate a high acquisition cost.
• Acquisition funding involves new debt, raising concerns over potential financial strain.

• Complements nVent’s electrical power connection and grounding solutions portfolio
• Extends nVent’s cable management offering with complementary products and adds tools and test instruments
• Further positions nVent with the electrification of everything in high-growth verticals, such as commercial solutions, power utilities, data solutions and renewables
• nVent to host conference call today at 9:30 a.m. ET

LONDON--(BUSINESS WIRE)-- nVent Electric plc (NYSE: NVT) (“nVent”), a global leader in electrical connection and protection solutions, today announced that it has entered into a definitive agreement to acquire ECM Investors, LLC, the parent of ECM Industries, LLC, for a purchase price of $1.1 billion, subject to customary adjustments. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments, and cable management. nVent will conduct an investor teleconference at 9:30 a.m. ET today to provide more details about this acquisition.

“We are excited to acquire ECM Industries. This deal aligns with nVent’s acquisition strategy focused on great products in high-growth verticals that we can scale, positioning us for continued long-term value creation,” said nVent CEO Beth Wozniak. “ECM Industries has a highly complementary portfolio of electrical power connection and grounding solutions, including its ILSCO brand. Together with ECM, nVent can provide a broader offering to customers, including electrical contractors, and to distribution partners. With a long history of focusing on the customer and growth, industry-leading brands and a people oriented culture, we believe ECM will be a great fit with nVent.”

ECM Industries is a North American provider of electrical connectivity products with industry-leading brands, including ILSCO, Gardner Bender and King Innovation. Headquartered in New Berlin, Wisconsin with approximately 1,400 employees, ECM Industries had revenues of $415 million and adjusted EBITDA of $104 million in the twelve months ended February 28, 2023.

nVent expects the acquisition to be accretive to adjusted earnings per share in 2023 following completion of the transaction. On a GAAP reported basis, nVent estimates the acquisition to be accretive to earnings per share in 2024.

The effective enterprise value multiple is approximately 10.6 times trailing twelve month ECM Industries’ adjusted EBITDA.

The transaction is expected to close in the second quarter of 2023, subject to customary conditions, including regulatory approval. nVent expects to fund the acquisition with a combination of available cash on hand and new debt.

Reconciliations of GAAP to non-GAAP measures are in the attached financial tables.

Upon closing of this transaction, nVent plans to operate ECM Industries within its Electrical and Fastening Solutions business segment.

Foley & Lardner LLP is providing legal counsel to nVent in connection with the transaction. J.P. Morgan is providing nVent with committed bridge financing for the transaction.

INVESTOR CONFERENCE CALL

nVent will host an investor conference call to discuss the transaction at 9:30 a.m. ET today. A live audio webcast of the conference call and materials will be available through the “Investor Relations” section of the company’s website (https://investors.nvent.com). To participate, please dial 1-833-630-1071 or 1-412-317-1832 approximately ten minutes before the 9:30 a.m. ET start. A replay of the conference call will be made accessible once it becomes available and will remain accessible through April 17, 2023 by dialing 1-877-344-7529 or 1-412-317-0088, along with the access code 1930936.

ABOUT NVENT

nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We design, manufacture, market, install and service high performance products and solutions that connect and protect some of the world's most sensitive equipment, buildings and critical processes. We offer a comprehensive range of enclosures, electrical connections and fastening and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. Our principal office is in London and our management office in the United States is in Minneapolis. Our robust portfolio of leading electrical product brands dates back more than 100 years and includes nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER. Learn more at www.nvent.com.

nVent, CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER are trademarks owned or licensed by nVent Services GmbH or its affiliates.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All statements made about the anticipated acquisition, including the anticipated time for completing the transaction, the expected financial results of the acquired business and the anticipated benefits of the acquisition, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include our ability to close and fund the acquisition on the expected terms and time schedule, including obtaining regulatory approvals and satisfying other closing conditions; our ability to integrate the acquisition successfully; our ability to retain customers and employees of the acquired business; adverse effects on our business operations or financial results, including due to the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with the conflict between Russia and Ukraine and related sanctions; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the impact of the novel coronavirus 2019 ("COVID-19") pandemic; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this press release. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this press release.

Reconciliation of Earnings Before Income Taxes to Adjusted EBITDA of ECMI Holdings, LLC (“ECM”)
For the twelve-month Period Ended February 28, 2023 (Unaudited)
In millions
Net sales			$	415.3
Income before income taxes				17.9
Adjustments:
Net interest expense				37.6
Depreciation				9.9
Intangible amortization				28.7
Extraordinary and non-recurring costs				9.6
Adjusted EBITDA			$	103.7

Extraordinary and non-recurring costs primarily consist of integration and consolidation costs related to historical ECM acquisitions, financial sponsor management fees, and non-recurring professional fees and transaction costs

ECM Industries, LLC is a wholly owned subsidiary of ECMI Holdings, LLC, which is an indirect wholly owned subsidiary of ECM Investors, LLC

View source version on businesswire.com: https://www.businesswire.com/news/home/20230402005063/en/

Investor Contact

Tony Riter

Vice President, Investor Relations

nVent

763.204.7750

Tony.Riter@nVent.com

Media Contact

Stacey Wempen

Director, External Communications

nVent

763.204.7857

Stacey.Wempen@nVent.com

Source: nVent Electric plc

FAQ

What is the purpose of nVent's acquisition of ECM Investors, LLC?

The acquisition aims to enhance nVent's electrical power connection and grounding solutions portfolio.

How much did nVent pay for ECM Investors, LLC?

nVent announced a purchase price of $1.1 billion for ECM Investors, LLC.

When is the expected closing date for the nVent and ECM acquisition?

The transaction is expected to close in the second quarter of 2023.

What financial impact will the acquisition have on nVent's stock?

The acquisition is expected to be accretive to nVent's adjusted earnings per share in 2023 and GAAP earnings per share in 2024.

What are the financial metrics of ECM Industries prior to the acquisition?

ECM Industries reported revenues of $415 million and adjusted EBITDA of $104 million for the year ending February 28, 2023.