Bauer Performance Sports, a leading designer and manufacturer of high performance sports equipment and apparel, has completed the acquisition of the Easton Baseball/Softball business from Easton-Bell Sports.
Under the terms of the asset purchase agreement, BPS acquired Easton Baseball/Softball for a total all-cash consideration valued at $330 million, plus a working capital adjustment and fees. BPS expects the acquisition to be accretive to adjusted earnings per share in the first year of ownership.
According to the company, the acquisition of Easton Baseball/Softball strengthens and complements the other brands across the BPS platform, which includes Bauer, Mission, Maverik, Cascade, Inaria and Combat. By adding Easton Baseball/Softball to its portfolio, BPS says it now has a stronger and more consistent revenue stream throughout its fiscal year. The company added that the acquisition also contributes highly valuable intellectual property to the company's extensive performance sports intellectual property portfolio.
"This is the largest and most transformational acquisition in our history because it positions BPS as the No. 1 global leader in ice hockey, roller hockey, baseball and softball," said Kevin Davis, president and CEO of BPS. "Both companies have a passion to elevate player performance and deliver innovation across every category, and together we will be able to share technologies, leverage our platform and continue growing the Easton brand around the world."
On a pro forma basis, the combined companies generated approximately $593 million in annualized sales and $95 million in adjusted EBITDA (based on the trailing 12-months at Dec. 31, 2013 for Easton Baseball/Softball and Feb. 28, 2014 for BPS). This does not take into account the anticipated operational synergies and efficiencies of the integrated businesses.
While BPS now owns the Easton brand and the Easton Baseball/Softball business, Easton-Bell Sports retains Easton Hockey and Easton Cycling. BPS has entered into a license agreement that allows Easton-Bell Sports to continue to use the Easton name in these two sports segments. No other businesses from the Easton-Bell Sports portfolio were included in the acquisition.
BPS will continue to operate the Easton Baseball/Softball business out of its existing Van Nuys, Calif., and Salt Lake City, Utah, locations. Easton Baseball/Softball's key leadership team has joined BPS with the exception of its president, who is assisting with the transition, and will leave afterward to pursue other interests. Cliff Hall will serve as the EVP of Easton Baseball/Softball.
"The team at Easton Baseball and Softball has built a winning record since the launch of its first aluminum bat in 1972," said Hall. "The acquisition by BPS will build on Easton Baseball and Softball's tradition of developing game-changing technologies that has positioned it as the world's leading and most recognized brand in diamond sports. We are excited about the opportunities ahead as we look to further invest across our product categories and grow our brand."
BPS financed the acquisition, as well as refinanced certain existing indebtedness, with a $200 million asset-backed revolving credit facility and the issuance of $450 million in senior secured loans.
The company said that it is considering options to reduce its leverage, including repaying a portion of the senior secured loans with the proceeds of public or private offerings of equity securities, although this is dependent upon these options being available on acceptable terms.