Cornerstone Building Brands | July 28, 2022
Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or the “Company”), the largest manufacturer of exterior building products in North America, today announced that Clayton, Dubilier & Rice (“CD&R”) has successfully completed the acquisition of Cornerstone Building Brands.
Holders of a majority of the shares of Cornerstone Building Brands common stock not owned by CD&R and its affiliates voted to approve the acquisition at the Special Meeting of Stockholders held on June 24, 2022. The acquisition also received the approval of the holders of a majority of the shares of Cornerstone Building Brands common stock outstanding at the Special Meeting. With the completion of the acquisition, Cornerstone Building Brands’ common stock has ceased trading and will no longer be listed on the New York Stock Exchange.
“The closing of this transaction is an important milestone for Cornerstone Building Brands, and we are pleased to be entering our next phase of growth as a private company, With CD&R’s operational and strategic support, Cornerstone Building Brands will be even better positioned to accelerate our future growth plans and advance our journey to be the premier exterior building solutions company and deliver enhanced value to our customers. I want to thank all Cornerstone Building Brands employees for their continued dedication and hard work. This transaction is a testament to our team’s unwavering commitment to our customers and focus on executing our strategy. I am excited about the opportunities ahead for Cornerstone Building Brands, and I look forward to continuing our work together as we drive value for all stakeholders.”
-Jeffrey S. Lee, Executive Vice President and Chief Financial Officer of Cornerstone Building Brands.
J.L. Zrebiec, Partner at CD&R, said, We have long admired Cornerstone Building Brands’ business and talented team, and we are thrilled to work even more closely with its leadership team and employees in this next chapter. We firmly believe that the Company is uniquely positioned to expand on its position as the largest manufacturer of exterior building products in North America, and we look forward to working together to build on the significant momentum underway.
Centerview Partners LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to a special committee of Cornerstone Building Brands’ independent directors. Sullivan & Cromwell LLP is serving as legal counsel to Cornerstone Building Brands.
UBS, Barclays, BNP Paribas Securities Corp., Goldman Sachs, Jefferies, Natixis, New York Branch, RBC Capital Markets, and Societe Generale are providing financial advisory services to CD&R. Kirkland & Ellis LLP is serving as legal counsel to CD&R on the transaction and Debevoise & Plimpton LLP is serving as legal counsel to CD&R on the financing. CD&R has obtained committed financing from Deutsche Bank Securities Inc., UBS Investment Bank, Barclays, BNP Paribas, RBC Capital Markets, Societe Generale, Goldman Sachs, Natixis, New York Branch, Jefferies, Apollo, Blackstone Credit, and U.S. Bank.
About Cornerstone Building Brands, Inc:
Cornerstone Building Brands is the largest manufacturer of exterior building products by sales for residential and low-rise non-residential buildings in North America. Headquartered in Cary, N.C., we serve residential and commercial customers across the new construction and repair and remodel markets. Our market-leading portfolio of products spans vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ broad, multichannel distribution platform and expansive national footprint includes more than 20,000 employees at manufacturing, distribution and office locations throughout North America. Corporate stewardship and environmental, social and governance (ESG) responsibility are embedded in our culture. We are committed to contributing positively to the communities where we live, work and play.
About Clayton, Dubilier & Rice:
Clayton, Dubilier & Rice is a private investment firm with a strategy predicated on building stronger, more profitable businesses. Since its inception, CD&R has managed the investment of more than $40 billion in over 100 companies with an aggregate transaction value of over $175 billion.
Universal Engineering Sciences | July 11, 2022
Universal Engineering Sciences (UES), a national leading engineering and consulting company specializing in geotechnical engineering, construction materials testing, building code compliance, threshold inspections and environmental consulting, has acquired Speedie and Associates, an Arizona-based company offering geotechnical, environmental, construction materials testing, and inspection services, marking UES' first acquisition in the state.
Speedie and Associates, established by the late James "Jim" Speedie in 1980, includes 160 professional and technical staff based in offices located in Phoenix, Tucson, and Flagstaff. Recent projects include work on the Sky Train at Phoenix Sky Harbor Airport, the Mayo Clinic West Tower, the Sun Devil Stadium expansion at ASU, the X Phoenix multi-family tower, and the $20 billion expansion for the East Valley semiconductor plant.
"Universal Engineering Sciences continues to grow, and we're particularly excited to continue expanding our presence in the West, Speedie and Associates is another example of our strategic approach to partner with best-in-class engineering firms in key, high-growth markets. Speedie and Associates' reputation for excellence, dedication, and expertise make them a great fit with our culture and our vision."
UES CEO Dave Witsken
Under the leadership of CEO Gregg Creaser, PE, RLS, and Senior Vice President and CFO Brett Creaser, PE, Speedie and Associates has grown over the last four decades to provide services throughout Arizona. The company's leadership team will continue to operate the day-to-day business, joining the existing Western region of UES.
"The opportunity to join UES is a significant milestone in our growth and allows us to provide a more diverse range of expertise to our clients," said Speedie and Associates President and CEO Gregg Creaser, PE, RLS. "We're excited to join UES during this exciting time of growth."
With nearly six decades of experience and recognition as the premier engineering and consulting firm in the geotechnical engineering space, UES is well-positioned to serve the needs of commercial, residential, and civic customers across the country. UES's recent acquisitions include prominent engineering firms such as GFA International, Inc., NOVA Geotechnical & Inspection Services, Contour Engineering, Wallace-Kuhl & Associates, Construction Testing & Engineering, SUMMIT Engineering, Laboratory & Testing, P.C., GEOServices, LLC, McGinley & Associates, Geotechnology, Inc., Alpha Testing, GSI Engineering, and now Speedie & Associates have made Universal Engineering Sciences one of the largest, most resource-rich organizations of its kind nationwide.
Mike Cauley from IBG Fox & Fin advised Speedie & Associates on this transaction.
About Speedie & Associates
Speedie and Associates was established in 1980 and is a consulting engineering firm specializing in geotechnical, environmental, and construction materials testing. They are an Arizona operated business and currently have offices in Phoenix, Tucson, and Flagstaff. Speedie and Associates is owned and managed by four long-time employees including Gregg and Brett Creaser, Donald Cornelison, and Jason Wells. Their staff of 160 includes engineers, geologists, laboratory field technicians, environmental professionals, support personnel, and others.
About Universal Engineering Sciences
Universal Engineering Sciences is a privately held, rapidly growing engineering and consulting firm with nearly six decades of experience in geotechnical engineering, construction materials testing, building code compliance, threshold inspections and environmental consulting. With nearly 3,300 professionals across more than 70 branches in high growth markets in the U.S., UES consults on projects of all sizes for public and private clients in industries ranging from transportation and healthcare to commercial, residential, and education. UES was named the Hot Firm of the Year by the Zweig Group for 2021 and 2022
Carrier | August 01, 2022
Carrier Global Corporation (NYSE: CARR), the leading global provider of healthy, safe, sustainable and intelligent building and cold chain solutions, has completed its acquisition of substantially all of Toshiba Corporation's (TOKYO: 6502) ownership stake in Toshiba Carrier Corporation (TCC). A longstanding joint venture between Carrier and Toshiba, TCC is a global provider of residential and light commercial HVAC solutions, including VRF and heat pump products.
"This acquisition presents tremendous growth opportunities for Carrier in the fast-growing, energy-efficient VRF and heat pump markets, Toshiba Carrier's differentiated technology, strong channel and global design and manufacturing footprint allow us to benefit from growing electrification and sustainability trends. We are thrilled to welcome the 6,600 talented TCC employees to the Carrier family."
-David Gitlin, Chairman & CEO, Carrier.
Building on Carrier's previous acquisition of Guangdong Giwee Group, TCC will join the newly created Global Comfort Solutions business unit within Carrier's HVAC segment. The new business will be headquartered in Tokyo under the leadership of Saif Siddiqui, a seasoned Carrier leader who will report directly to HVAC segment President Chris Nelson. Mr. Toru Kubo, who has served as President & CEO of TCC, will be joining the Global Comfort Solutions leadership team reporting to Siddiqui.
Carrier acquired substantially all of Toshiba's interest in TCC for approximately $900 million, subject to customary closing adjustments. For the fiscal year 2021, TCC had annual sales of approximately $2 billion.
As the leading global provider of healthy, safe, sustainable and intelligent building and cold chain solutions, Carrier Global Corporation is committed to making the world safer, sustainable and more comfortable for generations to come. From the beginning, we've led in inventing new technologies and entirely new industries. Today, we continue to lead because we have a world-class, diverse workforce that puts the customer at the center of everything we do.