Aegion Corporation Completes the Acquisition of Brinderson, L.P. and Announces a New $650 Million Credit Facility
Aegion Corporation (Nasdaq Global Select Market: AEGN) today completed
the acquisition of Brinderson, L.P. announced last week. The transaction
purchase price was $150 million.
J. Joseph Burgess, Aegion’s President and Chief Executive Officer,
commented, “We are pleased to complete this important acquisition
enhancing Aegion’s ability to generate sustainable growth, increase cash
flow from operations and improve return on invested capital. Brinderson
opens a new end market for Aegion. It gives our Company an entry “inside
the fence” in what we believe is a growing segment of the US energy
market.”
Primarily focused on serving large oil and gas customers in California,
Brinderson’s competitive advantages include its industry-leading safety
record, a strong reputation for reliability and quality and
comprehensive solutions needed for major upstream and refinery
maintenance, repairs and retrofits.
Brinderson derives approximately 75 percent of its revenues from
recurring activities. Aegion’s Energy & Mining revenues from recurring
operating and maintenance activities, inclusive of the Brinderson
acquisition, are expected to exceed 50 percent, compared to 45 percent
prior to the acquisition. For the twelve months ended March 31, 2013,
Brinderson’s revenues totaled approximately $231 million and adjusted
EBITDA was $23.8 million.
Aegion Enters Into a New Credit Facility
Aegion has entered into a new $650 million senior secured credit
facility with a syndicate of banks. Bank of America, N.A. served as the
administrative agent. Merrill Lynch Pierce Fenner & Smith Incorporated,
JPMorgan Securities LLC, and U.S. Bank National Association acted as
joint lead arrangers and joint book managers in the syndication of the
credit facility.
The credit facility consists of a $300 million five-year revolving line
of credit and a $350 million five-year term loan facility. The Company
drew $385.5 million from the new facility on July 1, 2013 for the
following purposes: (1) to pay the $150 million cash purchase price for
the Company’s acquisition of Brinderson, L.P., which closed on July 1,
2013; (2) to retire $232.3 million in indebtedness outstanding under the
Company’s prior credit facility; and (3) to fund expenses associated
with the new credit facility and the Brinderson acquisition. This new
facility replaces the Company’s $500 million credit facility.
In addition to Bank of America, JPMorgan Chase Bank and U.S. Bank
National Association, the participating banks in the syndicate are Fifth
Third Bank, Regions Bank, PNC Bank, National Association, BBVA Compass
Bank, HSBC Bank USA, N.A., KeyBank National Association, Bank of the
West, Branch Banking and Trust Company, Wells Fargo, N.A., BMO Harris,
Comerica Bank, National Bank of Kuwait SAK and Stifel Bank and Trust.
Generally, interest will be charged on the principal amounts outstanding
under the credit facility at the British Bankers Association LIBOR rate
plus an applicable rate ranging from 1.25% to 2.25% depending on the
Company’s consolidated leverage ratio. The Company can also opt for an
interest rate equal to a base rate (as defined in the credit documents)
plus an applicable rate, which also is based on the Company’s
consolidated leverage ratio. The applicable one month LIBOR borrowing
rate (LIBOR plus Company’s applicable rate) as of July 1, 2013 was
approximately 2.20%.
The credit facility includes a provision permitting the Company, by
notice to Bank of America, N.A., as administrative agent, to increase
either the revolving credit line or the term loan with additional
commitments of up to $250 million from either the existing lending banks
or additional financial institutions.
David A. Martin, Aegion’s Senior Vice President and Chief Financial
Officer, said “We are pleased by the enthusiasm shown by the
participating banks in bringing this credit facility to fruition and are
gratified by the confidence these banks have shown in our Company,
acquisition strategy and operating plan going forward. This new credit
facility will allow us to optimize the Company’s balance sheet, achieve
an appropriate level of return for our stockholders, and provide the
necessary capacity for our anticipated future growth.”
About Aegion Corporation
Aegion Corporation is a global leader in infrastructure protection,
providing proprietary technologies and services to protect against the
corrosion of industrial pipelines and for the rehabilitation and
strengthening of water, wastewater, energy and mining piping systems and
buildings, bridges, tunnels and waterfront structures. More information
about Aegion can be found on our internet site at www.aegion.com.
About Brinderson, L.P.
Brinderson, L.P. is an integrated professional services company offering
engineering, procurement, construction, maintenance and turnaround
services to a broad range of energy-related industries including
upstream oil and gas production, gas processing, oil refining, terminals
and pipelines, chemicals and renewable energy. More information about
Brinderson can be found on its website at www.brinderson.com.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe
harbor” for forward-looking statements. The Company makes
forward-looking statements in this news release that represent its
beliefs or expectations about future events or financial performance.
These forward-looking statements are based on information currently
available to the Company and on management’s beliefs, assumptions,
estimates or projections and are not guarantees of future events or
results. When used in this document, the words “anticipate,” “estimate,”
“believe,” “plan,” “intend, “may,” “will” and similar expressions are
intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. Such statements are
subject to known and unknown risks, uncertainties and assumptions,
including those referred to in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the year ended December 31,
2012, as filed with the Securities and Exchange Commission on February
27, 2013, and in the Company’s subsequent quarterly reports on Form
10-Q. In light of these risks, uncertainties and assumptions, the
forward-looking events may not occur. In addition, the Company’s actual
results may vary materially from those anticipated, estimated, suggested
or projected. Except as required by law, the Company does not assume a
duty to update forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should, however,
review additional disclosures made by the Company from time to time in
its periodic filings with the Securities and Exchange Commission. Please
use caution and do not place reliance on forward-looking statements. All
forward-looking statements made by the Company in this news release are
qualified by these cautionary statements.
Aegion®, the Aegion® logo and Brinderson®
are the registered trademarks of Aegion Corporation and its affiliates.
Copyright Business Wire 2013