3G Capital To Keep Controlling Ardour In Hunter Douglas

ROTTERDAM, Netherlands and NEW YORK, Dec. 30, 2021 /PRNewswire/ — Hunter Douglas (AEX: HDG), the arena market leader in window coverings and a predominant producer of architectural products, and 3G Capital, a world funding agency and non-public partnership, on the present time offered that Ralph Sonnenberg, the controlling shareholder of Hunter Douglas Group, has entered into a definitive settlement to switch a controlling ardour within the Company to 3G Capital in step with a imprint of €175 per Standard Portion.  The Sonnenberg Family will continue to preserve a 25% ardour in Hunter Douglas, educated forma for the contemporary capital development. The Board of Directors of Hunter Douglas, represented simplest by its Honest Directors, unanimously helps the transaction and has entered into a separate settlement with 3G Capital and Ralph Sonnenberg to facilitate and get grasp of a cash exit for all minority shareholders in step with the same imprint per Standard Portion.  Completion of the transaction is arena to limited closing stipulations, including approval by the favored assembly of Hunter Douglas.

Strategic Rationale

The transaction values the popular shares of Hunter Douglas (“Standard Shares”) at €175 per Standard Portion (the “Standard Portion Ticket”), implying an endeavor imprint of roughly $7.1 billion 1.  The Standard Portion Ticket represents a 73% top class to Hunter Douglas’ closing standard fragment imprint on December 30, 2021 of €101.40 and a 64% top class to Hunter Douglas’ all-time high closing standard fragment imprint of €106.40.

“3G Capital has deep respect for Hunter Douglas, its various portfolio of brands and the steadfast leadership of the Sonnenberg household over three generations. We’re honored to be partnering with the Sonnenberg household and to work with Hunter Douglas’ management team on the company’s subsequent piece of world expansion,” talked about Daniel Schwartz, Co-Managing Partner and Alex Behring, Co-Founder and Co-Managing Partner of 3G Capital. “Our team at 3G Capital has deep expertise building person branded firms over a lengthy-term horizon, and we no longer sleep for investing in Hunter Douglas to continue to present a boost to its brands and extra its expansion.  Hunter Douglas’ solid market residing is the manufactured from its the truth is honest appropriate expertise constructed all the design thru the last century.  We’re committed to holding this expertise by empowering and supporting Hunter Douglas’ leadership and partnering carefully with Hunter Douglas’ excellent team of founders and entrepreneurial managers and unmatched network of dealers and fabricators.”

“Hunter Douglas changed into founded by my Father over 100 years ago and has grown into a world leader attributable to our commitment to innovation, entrepreneurial custom, main brands and world class management,” talked about Ralph Sonnenberg. “3G Capital is a properly-notorious investor, operator and a solid partner for our enterprise.”

Present Hunter Douglas Group Co-President and Co-CEO, David Sonnenberg, will transition to Executive Chairman of the Board of Directors of the Hunter Douglas Group after the closing of the transaction and will continue to be highly fascinated by the day-to-day enterprise and enterprise strategy, tapping into his 30 years of records and active expertise within the company.  

“We no longer sleep for partnering with 3G Capital within the subsequent chapter of Hunter Douglas’ historical past. As owner-operators with a lengthy-term funding horizon and predominant expertise working world branded firms alongside founding families, 3G Capital is a dynamic steward to continue the legacy of Hunter Douglas,” David Sonnenberg, Hunter Douglas, talked about. “As a private endeavor, Hunter Douglas can grasp the chance to advance and expand our enterprise whereas holding the household-led custom and solid relationships with stakeholders which grasp been core to our success.”

João Castro Neves, a Senior Partner at 3G Capital, is anticipated to attend as Hunter Douglas Group CEO upon completion of the transaction.  João Castro Neves has predominant expertise in person-going thru firms rising world and local brands in both rising and developed markets, and working carefully with a network of independent wholesalers to greater attend possibilities and customers, including as CEO of Anheuser-Busch and North The US Zone President of Anheuser-Busch InBev from January 2015 to December 2017.  João Castro Neves is a Board Member of Kraft Heinz and Restaurant Brands Global. 

“3G Capital and Hunter Douglas fragment a solid perception in sturdy imprint advent thru operational excellence, entrepreneurship and a custom of meritocracy,” talked about João Castro Neves, 3G Capital. “I no longer sleep for working carefully with David Sonnenberg and the Hunter Douglas management team as we lunge Hunter Douglas’ growth in partnership with our excellent founders, managers and enterprise partners.” 

Transaction Info 

Ralph Sonnenberg and 3G Capital grasp entered into a definitive settlement (the “Block Alternate Agreement”) for the sale of a controlling ardour of 75% in a holding automobile (the “HoldCo”) thru which Ralph Sonnenberg currently holds 93.59% of the issued and prominent shares in Hunter Douglas.  The Block Alternate Agreement values the Standard Shares at €175 per fragment, and possibly the most well-appreciated shares of Hunter Douglas (the “Most well-appreciated Shares”) held by Ralph Sonnenberg at their nominal imprint of €0.24 per fragment (the “Nominal Most well-appreciated Portion Ticket”).

The Board of Directors of Hunter Douglas, comprising that is why simplest its independent directors (the “Honest Directors”), unanimously helps the transaction, and Hunter Douglas, Ralph Sonnenberg and 3G Capital and seemingly of their pals grasp entered into a make stronger settlement in terms of the transaction (the “Enhance Agreement”).  The parties to the Enhance Agreement grasp agreed that, following consummation of the Block Alternate Agreement and completion of the Asset Sale (as described below), statutory squeeze out proceedings essentially based mostly completely on appropriate Curacao legislation and Hunter Douglas’ articles of affiliation will be initiated in respect of any closing shares in Hunter Douglas (the “Lift-Out”).  In these proceedings, the residing will be taken that the associated price of such Hunter Douglas shares might be the same as pursuant to the Block Alternate Agreement for every Standard Portion, being €175, and €0.43 for every Most well-appreciated Portion within the capital of Hunter Douglas varied than the Most well-appreciated Shares held by Ralph Sonnenberg (the “Most well-appreciated Portion Ticket”), representing possibly the latest closing most well-appreciated fragment imprint sooner than this announcement. This might occasionally enable minority shareholders to learn from the same cash imprint for their standard shares as the controlling shareholder and the next cash imprint for their most well-appreciated shares than the controlling shareholder, essentially based mostly completely on the Enhance Agreement.  

In dispute to make fleshy ownership of the Hunter Douglas enterprise, and as requested as an very predominant segment of the transaction by 3G Capital, Hunter Douglas and 3G Capital grasp agreed that straight away upon completion of the Block Alternate Agreement, Hunter Douglas will promote and switch its entire enterprise to HoldCo (or any designated wholly-owned subsidiaries of HoldCo) (the “Asset Sale”).  The acquisition imprint payable by HoldCo to Hunter Douglas pursuant to the Asset Sale (the “Use Ticket”), which is ready to live indebted within the get grasp of of a demonstrate, equals the associated price of all Hunter Douglas’ prominent shares in step with the Standard Portion Ticket, the Nominal Most well-appreciated Portion Ticket, for the Most well-appreciated Shares held by Ralph Sonnenberg, and the Most well-appreciated Portion Ticket for the Most well-appreciated Shares held by minority shareholders. 

The transaction is arena to simplest limited stipulations including anti-belief approvals and is no longer arena to any financing or fabric negative pause condition.  An unheard of current assembly of Hunter Douglas’ shareholders will be convened in connection with the transaction to undertake, among varied things, sure resolutions in terms of the Asset Sale.

Alongside with its win independent financial and heavenly exterior advisors, the Honest Directors reviewed the strategic, social, financial, and operational consequences of the proposed transaction for Hunter Douglas and its varied stakeholders.  Rabobank in its capacity as independent financial manual to the Honest Directors, has issued a fairness conception confirming that the Use Ticket and the Standard Portion Ticket are heavenly from a financial level of respect.  On the foundation of such analysis, and the agreed terms for the safety of Hunter Douglas’ stakeholders, including minority shareholders as laid down within the Enhance Agreement, the Board of Directors has unanimously concluded and resolved that providing make stronger to the transaction helps the continued, sustainable success of the enterprise and is within the eagerness of Hunter Douglas and all of its stakeholders.  Ralph Sonnenberg, the controlling shareholder and Executive Chairman of Hunter Douglas, did no longer partake in any deliberations or decision-making within the Hunter Douglas Board of Directors in terms of the transaction.   

3G Capital has purchased, arena to broken-down stipulations, fully committed financing for the transaction from respected world financial institutions along with its existing equity commitments for the distinction payable beneath the Block Alternate Agreement as well to the Lift-Out. As segment of the Enhance Agreement HoldCo has agreed to sure non-financial covenants.

Ralph Sonnenberg has committed to vote in decide of the predominant resolutions on the unheard of current assembly of Hunter Douglas.  It’s expected that the block change and the Asset Sale will shut within the first quarter of 2022.

Procuring and selling Update and Outlook

In Q4, person self perception and buying and selling stipulations remained optimistic, and Hunter Douglas expects gross sales to be essentially based mostly completely on Q3. Q4 EBITDA is anticipated to be between USD 195 – 205 million.

The outlook for 2022 is for sure, but uncertainties live as to when person discretionary spending will normalize. Hunter Douglas remains to be in a solid residing. Assuming continuation of recent market stipulations, management anticipates turning in fleshy-yr 2022 gross sales and EBITDA growth of mid-single digits p.c versus fleshy-yr 2021, other than the impact from acquisitions and divestments, with an EBITDA margin in excess of 18%.

Advisors

Credit rating Suisse served as weird financial manual to the Sonnenberg Family, and De Brauw Blackstone Westbroek N.V. served as lead heavenly manual. White & Case LLP additionally served as heavenly manual. Loyens & Loeff served as tax counsel.

Lazard served as lead financial manual to 3G Capital. J.P. Morgan and Morgan Stanley additionally served as financial advisors. Paul Weiss served as lead heavenly manual to 3G Capital, with Stibbe serving as co-counsel. Kirkland & Ellis served as financing heavenly counsel.  

Rabobank served as weird financial manual and DLA Piper served as lead heavenly manual to the Board of Directors of Hunter Douglas, represented by the Honest Directors. Spigt Dutch Caribbean served as heavenly manual on issues of Curacao legislation.

Hunter Douglas Profile

Hunter Douglas is the enviornment market leader in window coverings (Luxaflex®) and a predominant producer of architectural products. The Company has its Head Blueprint of enterprise in Rotterdam, the Netherlands, and a Management Blueprint of enterprise in Lucerne, Switzerland. The Group is constituted of 136 firms with 47 manufacturing and 89 assembly operations in greater than 100 countries. Hunter Douglas employs about 23,000 folks and had gross sales within the first 9 months of 2021 of USD 3.4 billion. 

The favored shares of Hunter Douglas N.V. are traded on Amsterdam’s Euronext and the Frankfurter Börse. 

Contact

Leen Reijtenbagh Chief Monetary Officer Tel. +31 10 486 9582 E mail : [email protected] Web situation: www.hunterdouglasgroup.com  

Media Contact

Steven Lipin / Max Dutcher Gladstone Blueprint Companions 212-230-5930

Disclaimer

Right here’s a public announcement by Hunter Douglas N.V. pursuant to piece 17 paragraph 1 of the European Market Abuse Regulation (596/2014). This public announcement does no longer checklist a proposal, or any solicitation of any provide, to exercise or subscribe for any securities. This press unlock contains ahead-having a seek statements that deem Hunter Douglas’ recent views with respect to future occasions and financial and operational efficiency. These ahead-having a seek statements are in step with Hunter Douglas’ beliefs, assumptions and expectations regarding future occasions and trends that impact Hunter Douglas’ future efficiency, taking into tale all knowledge currently readily out there to Hunter Douglas, and are no longer guarantees of future efficiency. By their nature, ahead-having a seek statements involve risks and uncertainties on tale of they repeat to occasions and count upon circumstances that might or might no longer occur within the lengthy speed, and Hunter Douglas can’t suppose the accuracy and completeness of ahead-having a seek statements. A want of predominant components, no longer all of which are identified to Hunter Douglas or are within Hunter Douglas’ preserve a watch on, might characteristic off true outcomes or outcomes to alter materially from those expressed in any ahead-having a seek assertion as a outcomes of risks and uncertainties going thru Hunter Douglas.  

Any ahead-having a seek statements are made simplest as of the date of this press unlock, and Hunter Douglas assumes no obligation to publicly update or revise any ahead-having a seek statements, whether as a outcomes of recent knowledge or for any varied reason.

1 Equity imprint converted into USD at newest EUR/USD alternate rate of 1.13 as of December 30, 2021. Balance sheet shows reported figures from Q3-2021 filing.

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SOURCE 3G Capital