Represents Growth, Market Expansion and
Scale in Utility Pole Business
PITTSBURGH, Feb. 28,
2024 /PRNewswire/ -- Koppers Holdings Inc. (NYSE:
KOP), an integrated global provider of treated wood products, wood
treatment chemicals, and carbon compounds, today announced that
Koppers Utility and Industrial Products Inc. (UIP), a wholly owned
subsidiary of Koppers Holdings, signed an agreement to acquire
substantially all of the assets of Brown Wood Preserving Company,
Inc. and certain of its affiliates (Brown Wood) for
approximately $100 million in cash. Brown Wood
manufactures and sells pressure-treated wood utility poles.
The transaction is expected to close in the second quarter of 2024,
subject to customary closing conditions.
Commenting on the transaction, James
Sullivan, President and Chief Operating Officer of Koppers
said, "I am really pleased to add the Brown Wood group to the
Koppers team. Together, we will be able to bring even greater
capabilities to our customer base while growing our geographic
reach. I am excited to see the results of this combination in
the Koppers portfolio and the positive impact it will have on the
profitability of our now larger global utility business."
Chief Executive Officer Leroy
Ball added, "The acquisition of Brown Wood is the
logical next step to our announced intentions to focus on growing
our utility pole treatment business through both organic and
inorganic means. While this likely will not add materially to
2024 results due to timing and integration costs, all things equal,
it should enable Koppers to achieve 2025 adjusted earnings before
interest, taxes, depreciation and amortization of between
$315 million and $325 million."
Founded in 1929, Brown Wood is headquartered in Louisville, Kentucky. The company has
approximately 100 employees, serving customers primarily in the
Midwest and Southeast regions of the
United States, with locations in Kennedy, Alabama, and Mathiston, Mississippi.
Terms of Transaction
Under the terms of the transaction, Koppers is
acquiring Brown Wood for a base purchase price
of $100 million in cash, subject to certain closing
adjustments, and plans to finance the acquisition through cash and
borrowing capacity. Brown Wood will be operated as part
of Koppers Utility and Industrial Products upon closing.
About Koppers
Koppers, with corporate headquarters in Pittsburgh, Pennsylvania, is an integrated
global provider of treated wood products, wood treatment chemicals,
and carbon compounds. Our products and services are used in a
variety of niche applications in a diverse range of end markets,
including the railroad, specialty chemical, utility, residential
lumber, agriculture, aluminum, steel, rubber, and construction
industries. We serve our customers through a comprehensive
global manufacturing and distribution network, with facilities
located in North America,
South America, Australasia, and
Europe. The stock of Koppers Holdings Inc. is publicly traded
on the New York Stock Exchange under the symbol "KOP."
For more information, visit: www.koppers.com. Inquiries from the
media should be directed to Ms. Jessica
Franklin Black at BlackJF@koppers.com or
412-227-2025. Inquiries from the investment community should
be directed to Ms. Quynh McGuire at McGuireQT@koppers.com
or 412-227-2049.
Non-GAAP Financial Measures
This press release contains certain non-GAAP financial
measures. Koppers believes that adjusted EBITDA provides
information useful to investors in understanding the underlying
operational performance of the company, its business and
performance trends, and facilitate comparisons between periods and
with other corporations in similar industries. The exclusion of
certain items permits evaluation and a comparison of results for
ongoing business operations, and it is on this basis that Koppers
management internally assesses the company's performance. In
addition, the Board of Directors and executive management team use
adjusted EBITDA as a performance measure under the company's annual
incentive plans and for certain performance share units granted to
management.
Although Koppers believes that these non-GAAP financial measures
enhance investors' understanding of its business and performance,
these non-GAAP financial measures should not be considered an
alternative to GAAP basis financial measures and should be read in
conjunction with the relevant GAAP financial measure. Other
companies in a similar industry may define or calculate these
measures differently than the company, limiting their usefulness as
comparative measures. Because of these limitations, these non-GAAP
financial measures should not be considered in isolation or as
substitutes for performance measures calculated in accordance with
GAAP.
Koppers does not provide reconciliations of guidance for
adjusted EBITDA to the comparable GAAP measure, in reliance on the
unreasonable efforts exception. Koppers is unable, without
unreasonable efforts, to forecast certain items required to develop
meaningful comparable GAAP financial measures. These items include,
but are not limited to, restructuring and impairment charges,
acquisition-related costs, mark-to-market commodity hedging, and
LIFO adjustments that are difficult to forecast for a GAAP estimate
and may be significant.
Safe Harbor Statement
Certain statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and may include, but are not limited to,
statements about sales levels, acquisitions, restructuring,
declines in the value of Koppers assets and the effect of any
resulting impairment charges, profitability and anticipated
expenses and cash outflows. All forward-looking statements involve
risks and uncertainties.
All statements contained herein that are not clearly historical
in nature are forward-looking, and words such as "outlook,"
"guidance," "forecast," "believe," "anticipate," "expect,"
"estimate," "may," "will," "should," "continue," "plan,"
"potential," "intend," "likely," or other similar words or phrases
are generally intended to identify forward-looking statements. Any
forward-looking statement contained herein, in other press
releases, written statements or other documents filed with the
Securities and Exchange Commission, or in Koppers communications
and discussions with investors and analysts in the normal course of
business through meetings, phone calls and conference calls,
regarding future dividends, expectations with respect to sales,
earnings, cash flows, operating efficiencies, restructurings, the
benefits of acquisitions, divestitures, joint ventures or other
matters as well as financings and debt reduction, are subject to
known and unknown risks, uncertainties and contingencies.
Many of these risks, uncertainties and contingencies are beyond
our control, and may cause actual results, performance, or
achievements to differ materially from anticipated results,
performance, or achievements. Factors that might affect such
forward-looking statements include, among other things, the impact
of changes in commodity prices, such as oil and copper, on product
margins; general economic and business conditions; potential
difficulties in protecting our intellectual property; the ratings
on our debt and our ability to repay or refinance our outstanding
indebtedness as it matures; our ability to operate within the
limitations of our debt covenants; unexpected business disruptions;
potential impairment of our goodwill and/or long-lived assets;
demand for Koppers goods and services; competitive conditions;
capital market conditions, including interest rates, borrowing
costs and foreign currency rate fluctuations; availability and
fluctuations in the prices of key raw materials; disruptions and
inefficiencies in the supply chain; economic, political and
environmental conditions in international markets; changes in laws;
the impact of environmental laws and regulations; parties' failure
to perform their indemnity obligations to us; unfavorable
resolution of claims against us, as well as those discussed more
fully elsewhere in this release and in documents filed with the
Securities and Exchange Commission by Koppers, particularly our
latest annual report on Form 10-K and any subsequent filings by
Koppers with the Securities and Exchange Commission. Any
forward-looking statements in this release speak only as of the
date of this release, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after
that date or to reflect the occurrence of unanticipated events.
For
Information:
|
Quynh McGuire, Vice
President, Investor Relations
|
|
412 227 2049
|
|
McGuireQT@koppers.com
|
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SOURCE KOPPERS HOLDINGS INC.