Capstone Headwaters HVACR M&A Coverage Report
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Capstone Headwaters HVACR Q1 2019 TABLE OF CONTENTS MERGER & ACQUISTION OVERVIEW M&A Overview The global Heating, Ventilation, Air Conditioning, and Refrigeration (HVACR) Key Trends & Drivers market value is expected to reach $251.6 billion by 2023, growing at an annualized rate of 6.8% during the forecast period, according to Research and Notable Transactions Markets.1 Heightened emphasis on energy conservation as a result of increased Select Transactions environmental concerns and government regulations has promoted energy- Firm Track Record efficient designs in new building and retrofit construction. Increased utilization of advanced cost-saving HVACR systems that monitor and preserve energy usage is expected to drive consolidation as HVACR companies look to increase scale and capabilities to capture growth in the residential, commercial, and retrofit construction industry. Supported by industry tailwinds, merger & acquisition (M&A) activity has been robust with 90 domestic and international deals closed through November CONTRIBUTORS 2018. Strategic buyers have accounted for 77.8% of total transaction activity as growing industry demand for energy-efficient systems and services has fostered Ted Polk consolidation. For example, ENGIE North America, a leading global provider of Managing Director energy services, acquired Donnelly Mechanical (August 2018, undisclosed), a 312-674-4531 New York City-based HVAC and energy services contractor. The acquisition [email protected] combines ENGIE’s portfolio of energy supply, optimization, and building modernization services with Donnelly’s leading HVAC and mechanical services. Lisa Tolliver Director Buyer Breakdown: Global HVACR Market 312-674-4532 [email protected] STRATEGIC 13.3% Brianna Conway Public 8.9% Associate Private 312-674-4533 [email protected] FINANCIAL 51.1% Direct 26.7% Add-on Source: Capital IQ, Pitchbook, FactSet and Capstone Headwaters Research 3 www.capstoneheadwaters.com December 2018 HVACR | Q1 2019 KEY TRENDS AND DRIVERS YEAR-OVER-YEAR INCREASE IN Residential buildings and homes also qualify for personal 4.9% US CONSTRUCTION SPENDING tax credits on energy efficiency improvements and high- efficiency HVACR equipment purchases. Environmentally friendly initiatives are expected to incentivize HVACR US construction spending increased 4.9% year-over-year replacements, driving growth in the industry. to $1.3 trillion in October 2018, according to the US Census Bureau.2 Low interest rates and healthy levels of REDUCTION IN BUILDING employment have supported the rise in construction 20.0% ENERGY CONSUMPTION spending and have contributed to the robust demand in the HVACR industry. Furthermore, robust US construction Industry leading HVACR manufacturers have made activity is expected to increase new and retrofit substantial capital investment into automation and commercial HVAC equipment revenues by 3.0% and 3.8% internet-of-things (IoT) applications in HVACR equipment. year-over-year (YOY) in 2019, respectively, according to JP Daikin, a leading international HVACR manufacturer, has Morgan.3 Continued growth in the new construction and developed Intelligent Equipment (IE), a control solution replacement markets will drive sales traffic toward HVACR that provides real-time monitoring, predictive equipment manufacturers and service providers. maintenance, remote diagnostics, and increased efficiency to its HVACR equipment. Applications of smart US CONSTRUCTION SPENDING technology in HVACR systems reduces energy $1,500 consumption and costs, with reductions in consumption of approximately 20.0%, according to Daikin.6 In addition, $1,308.8 $1,247.5 predictive maintenance through real-time monitoring $1,300 $1,209.6 $1,126.7 extends the lifetime of HVACR systems and reduces the $1,100 $1,035.9 associated maintenance and repair costs. $945.0 $872.0 $900 Continued integration of smart technology into HVACR ($ in billions) equipment is expected to drive organic and acquisitive $700 growth among industry leaders and small to midsize niche, internet-of-things providers. The demand for IoT $500 connected HVACR equipment will be driven by its proven 2012 2013 2014 2015 2016 2017 2018* cost effective control of energy consumption and its maximization of equipment performance and uptime. *ended October 31 Source: US Census Bureau HVACR INDUSTRY REVENUE SEGMENTATION OF ENERGY CONSUMPTION 6.5% AC, Warm Air Heating, 7.6% 40.0% FROM HVACR EQUIPMENT Refrigeration Equipment Unitary ACs Concerns regarding energy consumption and its 10.3% associated costs have driven growth in the HVACR retrofit Heating Equipment 58.2% market. In North America, approximately 40.0% of Industrial and Commercial building energy is consumed by HVACR equipment, Fans and Blowers 17.4% 4 according to IBISWorld. The energy required to maintain Air Purification Equipment HVACR equipment operations properly has prompted replacements of old HVACR systems, as consumers are willing to trade the upfront capital costs for energy Source: IBISWorld savings in the future. The Air-Conditioning (AC), Warm-Air Heating, and Refrigeration Equipment segment has historically In addition to the reduced costs attributed to energy- contributed the largest share of HVACR Equipment efficient HVACR systems, the US government provides tax industry revenue. Demand for this segment has resulted credits and deductions for energy-efficient HVACR in consolidation among manufacturers and servicers. systems use. Commercial buildings are eligible for a tax Notably, the Middleby Corporation (NASDAQ:MIDD) deduction equal to $1.80 per square foot if the building acquired the Taylor Company (May, $1.0 billion), a meets certain American Society of Heating, Refrigerating, provider of foodservice and refrigeration equipment, from and Air-Conditioning Engineers standards.5 United Technologies’ Carrier business. 2 HVACR | Q1 2019 NOTABLE TRANSACTIONS Several notable transactions were announced or completed in the HVACR industry in 2018. Select transactions are outlined below, followed by a more comprehensive list on the following pages. Daikin Europe N.V. agrees to acquire AHT Cooling Systems GmbH (November 2018, ~$1.0 billion) Daikin Europe, a subsidiary of Daikin Industries of Japan, has agreed to acquire AHT Cooling Systems from UK-based private equity firm Bridgepoint for approximately $1.0 billion, equating to 1.8x revenue.7 AHT Cooling Systems is an Austrian-based leading manufacturer of commercial refrigerating and freezing showcases specifically suited for food retailers with operations in over 100 countries. To Acquire The acquisition follows Daikin’s strategic initiative to expand its commercial refrigeration business, bolstering AHT’s extensive range of air conditioning and refrigeration products, services, and solutions. AHT provides Daikin with a solidified position in the European Refrigeration market as well as allows Daikin the opportunity to promote a full-scale expansion in the US and Asia. Together, the combined entity will be able to provide total systems that cover an entire cold chain ranging from food product management to climate comfort of stores. United Technologies Corporation to Separate Into Three Companies (November 2018) On the heels of United Technologies’ (NYSE:UTX) acquisition of Rockwell Collins (September, $30.4 billion), United Technologies (“UTC”) has decided to spin-off its Otis Elevator Company business and Carrier Corporation.8 The industrial conglomerate’s decision comes amid increasing investor pressure To Spin-off to unlock value through a separation of entities, benefiting from increased market focus, management attention, and financial flexibility. The split is projected to be completed by 2020. Carrier Corporation, the Climate, Controls, and Security business of UTC, is a global provider of HVAC, refrigeration, building automation, and fire safety & security products. As a separate entity, Carrier’s extensive portfolio of companies makes it a leader in the HVACR industry. Following the And announcement of separation, Carrier sold its Carrier Refrigeration business in Sweden to Bravida Holding (undisclosed), an installer and servicer for buildings and industrial facilities, in November. "Our decision to separate United Technologies is a pivotal moment in our history and will best position each independent company to drive sustained growth, lead its industry in innovation and customer focus, and maximize value creation," said United Technologies Chairman and Chief Executive Officer Gregory Hayes in the press release. Brookfield Infrastructure Partners L.P. acquires EnerCare Inc. (August 2018, ~$3.2 billion) Brookfield Infrastructure (NYSE:BIP), a leading global alternative asset manager, has acquired EnerCare (TSX:ECI) for approximately $3.2 billion, equating to a 14.3x EBITDA trading multiple.9 Founded in 2002 and headquartered in Markham, Canada, EnerCare operates through Enercare Home Services, Sub- metering, and Service Experts segments. Its home and commercial services provide residential energy Acquires infrastructure, including water heaters and HVAC rentals, as well as other home services to 1.6 million customers annually and has a sub-metering business with 270,000 contracted services. “[EnerCare] benefits from stable, long-term cash flows through equipment rentals to a well-established customer base, and we see attractive opportunities to grow the business and continue to create value, leveraging Brookfield’s significant presence in the utility, home