Wabash National Corporation completed its previously announced acquisition of Walker Group Holdings LLC (Walker), a leading producer of liquid transportation systems and engineered products based in New Lisbon, Wisconsin, for an all-cash purchase price of $360 million, subject to customary post-closing adjustments. The deal was completed May 8.
Commenting on the transaction, Wabash National’s President and Chief Executive Officer Richard Giromini said: “I am pleased to formally welcome Walker’s leadership team and associates to Wabash National. The acquisition brings together two complementary, leading transportation equipment organizations. The addition of Walker to our Diversified Products segment further advances our diversification efforts and bolsters our growth platform into higher margin products.”
Concurrently with the closing of the Walker acquisition, Wabash also successfully syndicated two senior secured credit facilities, including a seven year, $300 million Term Loan B and an Amended and Restated $150 million five year revolving credit facility. Proceeds from the term loan and Wabash’s issuance of 3.375% Senior Convertible Notes due 2018, previously announced on April 17, 2012, were used to finance the acquisition and related fees and expenses.
The revolving credit facility, which amended certain terms of Wabash’s revolving credit facility completed on June 28, 2011, includes a group of lenders led by Wells Fargo Capital Finance LLC, part of Wells Fargo & Company, acting as administrative agent and joint lead arranger and joint lead book runner with RBS Citizens Business Capital, a division of RBS Citizens NA. The amended facility adjusts the Company’s borrowing capacity under its previous credit facility from $175 million to $150 million, subject to a borrowing base, and will reduce borrowing costs relative to the previous facility. The new facility also will provide an option to increase the total facility borrowing capacity up to $200 million, subject to a borrowing base and lender agreement.
The Term Loan B was completed with Morgan Stanley Senior Funding Inc acting as joint lead arranger, joint bookrunner, administrative agent, and collateral agent and Wells Fargo Securities LLC acting as joint lead arranger and book-runner. GE Capital Markets Inc and BMO Capital Markets served as co-managers on the transaction. The Loan was priced at a spread of 475 basis points over LIBOR, subject to a LIBOR “floor” of 125 basis points, and was issued with original issue discount at 99.
Commenting on the completion of the acquisition financing, Mark Weber, Wabash chief financial officer, said: “We are extremely pleased with the reception Wabash’s financings received in both the debt and equity capital markets and believe we have now put in place a capital structure for Wabash that not only supports the Walker acquisition, but also provides the Company with substantial flexibility and liquidity throughout the terms of these issuances. We are very excited to have completed this transaction, and look forward to integrating best practices and implementing strategic growth initiatives across the combined entity.”