Feb. 6, 2013
Reliance Grows Again with Metals USA Acquisition
Reliance Steel & Aluminum Co., North America's largest service center organization, will get even larger with the acquisition of Metals USA, the market's eighth-largest competitor. The deal, announced today, is the largest of Reliance's 55 acquisitions since its IPO in 1994.
Reliance agreed to pay $20.65 per share for an enterprise value of $1.2 billion. Metals USA's assets were valued at $1.0 billion at the end of 2012, with sales of $2.0 billion last year. Reliance's previous biggest deal was the 2006 merger with Earle M. Jorgensen Co., a company with $1.69 billion in sales at the time of the transaction. When the transaction is complete, Reliance will have total assets of more than $6.5 billion and annual sales of $10.0 billion, more than double North America’s second-largest service center company, Ryerson Inc.
The transaction has been unanimously approved by the respective boards of both Reliance and Metals USA, but is subject to approval by Metals USA stockholders. The deal is expected to close in the second quarter.
David H. Hannah, chairman and CEO of Reliance, will continue in those roles with the combined company. Lourenço Gonçalves, chairman, president and CEO of Metals USA, will retire. "We are very excited about Metals USA becoming an important part of the Reliance family of companies. This is our largest acquisition to date and will add a total of 48 service centers strategically located throughout the United States to our existing operations," Hannah says.
"Metals USA is an excellent fit and nicely complements Reliance's existing customer base, product mix and geographic footprint. Additionally, the transaction is expected to be accretive immediately upon closing, and we believe that the combined company will be well positioned to continue to outperform the broader metals service center industry," Hannah says.
Reliance plans to operate Metals USA under its current brand names. This will enable Reliance to retain Metals USA's brand equity while allowing the combined organization to capitalize on the resources, capabilities and leading practices of each entity, officials claim.
"I am extremely proud of the company we have built," says Gonçalves. "Metals USA’s strong position in the metals service center industry will strategically enhance Reliance’s current business, and I am confident that together, our companies will continue to excel. We believe this transaction creates significant value and is in the best interest of our stockholders."
Though Gonçalves will retire upon the deal’s completion, the rest of Metals USA's existing leadership will remain in place. Reliance officials expect to promote someone from within to head up its Metals USA entity.
With the 48 Metals USA locations adding to Reliance's existing network of companies, there is going to be some market overlap. Though the company will consider consolidating some facilities, it's not a necessity, officials say.
"We're not opposed to running multiple facilities in the same geographic area. As long as facilities in a given market area can support themselves with the returns we expect, we actually think we’re better off maintaining those separate facilities," Hannah said.
Some analysts say the acquisition appears to diverge from Reliance's previously stated intention of buying well-run companies with strong leadership in place. Steel analyst Michelle Applebaum of Steel Market Intelligence remarks, "Metals USA was undermanaged, so there is accretion not only via sales but also likely margin expansion on the acquired revenue."
However, Reliance officials denied the transaction was any change from their announced strategy. "We didn't deviate at all from what we've been saying in the past. Our strategy has been to focus on good well-run companies, the bigger the better, with good management teams in place. And that’s exactly what we have here," Hannah said. "It’s not a fixer-upper."
Reliance expects to fund the transaction and refinance Metals USA's indebtedness from Reliance's existing $1.5 billion credit facility, together with funds from accessing the bank credit markets, as well as the debt capital markets. This expected financing will also provide additional liquidity to allow Reliance to support and continue to grow its operations, company officials say.
The merger agreement permits Metals USA to solicit alternative acquisition proposals from third parties through March 8, and Metals USA intends to do so with the assistance of its financial and legal advisors. Investment funds affiliated with Apollo Global Management LLC, which own approximately 53 percent of the outstanding shares of Metals USA common stock, have agreed to vote in favor of the merger. Completion of the merger requires approval by a majority of the shareholders of Metals USA.