SPECIAL TO CONTRACTOR
PISCATAWAY, N. J. — American Standard Companies Inc. announced July 23 that it has signed a definitive agreement to sell the company's worldwide Bath & Kitchen products business to funds advised by Bain Capital Partners LLC, a leading global private investment firm, for $1.755 billion in cash.
Upon completion of the sale, Bain Capital will acquire all of American Standard's Bath & Kitchen business with 2006 annual sales of $2.4 billion, 26,000 employees and 54 production facilities in 23 countries worldwide. The business manufactures and markets industry-leading products under brand names such as American Standard, Ideal Standard, Armitage Shanks, Porcher, Jado, Ceramica Dolomite and Vidima.
It is expected that current American Standard management will remain in place.
Standard & Poor 's Ratings Services, which dislikes change that makes a firm's markets less diverse, announced that its ‘BBB' corporate credit and its other ratings on building products manufacturer American Standard remain on Credit-Watch with negative implications. The ratings were originally placed on CreditWatch on Feb. 1, 2007, in connection with the company's plan to separate its three businesses.
"As indicated on June 8, 2007, we expect to lower the company's corporate credit rating to ‘BBB-' if the separation and capitalization plans are completed as currently proposed," said Standard & Poor 's credit analyst Pamela Rice. "The outlook would be stable."
The anticipated downgrade reflects S&P's assessment that Trane, the legacy company, would have a weaker business risk profile following the transactions and that, as a result, its proposed capital structure would be more in line with the lower rating.
The sale closing is expected to occur early in the fourth quarter. American Standard intends to use proceeds of the sale primarily to repurchase common stock and reduce debt to keep the company at investment-grade standards. The sale is subject to normal regulatory approvals and customary closing conditions. Shareholder approval is not required. The buyer has secured firm financing commitments.
On Feb. 1, 2007, American Standard announced plans to separate its three businesses by selling Bath & Kitchen, spinning off Vehicle Control Systems and retaining its largest business, Air Conditioning Systems and Services. The Bath & Kitchen sale announcement is the final step needed for completion of those plans following the spin off of Vehicle Control Systems as an independent publicly traded company to be known as WABCO, which is scheduled for July 31. In March, the company sold Venesta Washroom Systems, which was part of Bath & Kitchen. Combined with Venesta, proceeds for the sale of Bath and Kitchen total $1.92 billion.
Following the spin off and the sale, American Standard Companies will change its name to Trane. Trane is the flagship brand of its global Air Conditioning Systems and Services business, which last year generated sales of $6.8 billion. Trane will retain the American Standard brand name for its HVAC and related products, while the newly formed Bath & Kitchen business will retain the name for its plumbing markets.
"This is a major milestone in our plan to separate American Standard into three focused, better understood companies," said Fred Poses, American Standard chairman and CEO. "We believe that Bain Capital's all-cash offer provides excellent value for our shareowners. Bath & Kitchen is a global market leader, with size, global reach and organizational talent. It has a rich history and a great future for its customers, employees and new owners."
"This is a market-leading global company with a wonderful heritage, a strong portfolio of brands, deep customer relationships and an experienced management team," said Steve Barnes, a managing director at Bain Capital based in Boston.
"We look forward to supporting the management team and dedicated employees in realizing the company's full potential through continued operational improvements, further enhancing and leveraging its strong family of brands, and accelerating growth," added Walid Sarkis, a London-based managing director at Bain Capital.
American Standard's financial advisor for the Bath & Kitchen sale is Lazard. Its legal counsel is Skadden Arps. For Bain Capital, Bank of America, N.A. and Credit Suisse provided financing, Lehman Brothers acted as financial advisors, Kirkland & Ellis LLP served as legal counsel, and PricewaterhouseCoopers provided transaction advisory services.
American Standard is an $11.2 billion global manufacturer with market-leading positions in three businesses: air conditioning systems and services, sold under the Trane and American Standard brands for commercial, institutional and residential buildings; bath and kitchen products, sold under such brands as American Standard and Ideal Standard; and vehicle control systems, including electronic braking and air suspension systems, sold under the WABCO name. The company employs approximately 62,000 people and has manufacturing operations in 28 countries.
Additional information is available at www.americanstandard.com.