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TEMPLE, GA, AND SANTA MONICA, CA, December 22, 2020 – Clearlake Capital Group, L.P. (“Clearlake”) portfolio company Janus International Group, LLC (“Janus” or the “Company”), the leading global manufacturer and supplier of turn-key building solutions and new access control technologies for the self storage and other industrial sectors, announced today that its indirect parent company, Janus Midco, LLC, has entered into a definitive agreement for Janus to become a public company through a merger with Juniper Industrial Holdings, Inc. (NYSE: JIH) (“Juniper”), a publicly-listed special purpose acquisition company. Upon the closing of the transaction, the Company will continue to operate as Janus and will be listed on the NYSE under the ticker symbol “JBI”. Clearlake will remain the largest shareholder in the combined company upon completion of the transaction, and current Chief Executive Officer Ramey Jackson will continue to lead the Company.
“Over the last five years at Janus we have nearly doubled our revenue, and we expect to continue showing strong organic growth in the future as a public company,” said Mr. Jackson. “We are thrilled to be going public at this watershed moment in the industries we serve, where existing infrastructure is either sold-out or requires extensive upgrades. We continue to enjoy a very successful partnership with Clearlake and are grateful for the resources their team has brought to our business, as well as their assistance in the development and expansion of our proprietary Nokē access control technology offerings. It is my pleasure to continue to work with our exceptional Janus leadership team, as well as Clearlake and Juniper, to strategically grow the business.”
“We are enthusiastic about Janus’s future prospects and believe the Company will be able to accelerate its compelling growth plans as a public company,” said José E. Feliciano, Chairman of the Janus Board of Managers and Co-Founder and Managing Partner at Clearlake, and Colin Leonard, Partner at Clearlake. “Janus has an unparalleled position in the products and technologies it offers to the self-storage and industrial sectors, which are experiencing significant tailwinds. We are excited to continue supporting Ramey and his team while leveraging the experience of our new partners at Juniper to expand Janus’s access control solutions, technology offerings, and inorganic growth plans. We believe Janus is a testament to the
Clearlake O.P.S.® (Operations, People, and Strategy) framework, and we intend to continue leveraging our extensive resources across the firm in support of the Company’s buy-and-build approach and its development and adoption of game changing products and new technologies for its customers.”
“Janus represents an excellent opportunity to invest in a world-class provider of self-storage and industrial building product solutions that has delivered consistent growth and market outperformance. The Company’s track record of delivering strong organic, high-margin growth and significant cash flow generation spans both up and down economies,” said Roger Fradin, Chairman of Juniper. “We are very pleased to partner with Janus’s proven management team, which possesses a deep understanding of its resilient markets and customers. We look forward to supporting Janus’s continued M&A program and maximizing the value creation potential of its geographic expansion and adjacent opportunities as a public company.”
Janus serves over 10,000 customers worldwide, offering a best-in-class platform that includes exterior and interior self-storage products; comprehensive, efficient and reliable installation service; a Replacement, Remix & Renovation (“R3”) division for retrofit and adaptation projects; unique smart access control and facility management technology; and a comprehensive offering of rolling steel doors for the warehouse, industrial and commercial & auto repair segments. As the only industry player with a nationwide manufacturing and installation network, Janus possesses deep customer relationships and serves as the complete lifecycle partner to its customers.
The Company established itself as the market leader in the self-storage space by providing cutting-edge solutions that address unique and growing market needs. At its core, demand for Janus solutions is driven by over 90% utilization of existing self-storage units nationwide and continued opportunities for R3 projects in an aging market where approximately 60% of installed facilities are over two decades old. Janus is uniquely positioned to continue to gain market share in the industrial end market, which has been bolstered by the growth of e-commerce and the resulting substantial increase in warehouse footprint across a variety of end-markets. Lastly, Janus’s access control product offerings through Nokē have seized a first-mover advantage in a nascent but largely untapped market for smart facilities and wireless management technology.
Leading provider of self-storage solutions, industrial building products and access control technologies
Best-in-class platform serves as the “one-stop-shop” to revitalize, enhance, and improve the economics of aging assets
Proven track record of strong, high-margin growth with an organic compounded annual growth rate of 10% since 2016 and Adjusted EBITDA margins of over 25%
Pro forma implied enterprise value of approximately $1.9 billion and market capitalization of approximately $1.4 billion at closing
A strong cash flow profile that should allow for accelerated deleveraging, as well as continued capital deployment through the company's highly accretive M&A program
Janus’s management team, with decades of leading self storage, industrials and sales experience, is led by Chief Executive Officer Ramey Jackson and Chief Financial Officer Scott Sannes. Management will be supported by a highly experienced Board of Directors, with Mr. Feliciano remaining as Chairman of the board. He will be joined on the board by David Curtis, existing board member and Janus founder, Mr. Fradin, Chairman of Juniper and former Vice Chairman of Honeywell, and Brian Cook, Chief Executive Officer of Juniper and former Vice President and Global Head of M&A at Honeywell, among others.
The transaction is expected to be funded through a combination of approximately $348 million held in Juniper’s trust account (assuming no redemptions are effected) as well as the proceeds of a $250 million PIPE backed by several blue-chip institutional investors, including Baron Capital Group, Fidelity Management & Research Company LLC, and members of Juniper’s Board of Directors, including Former Chairman and CEO of Honeywell Dave Cote. Existing Janus shareholders are expected to own approximately 51% of the Company at closing, while Juniper Founders are expected to own approximately 5%.
The transaction values Janus at an implied $1.9 billion pro forma enterprise value, or 11.9 times calendar year 2021 estimated Adjusted EBITDA of approximately $162 million before public company costs, which is at a substantial discount to the Company’s peer group. The Company will have a pro-forma net leverage ratio of approximately 3.5 times its estimated 2021 Adjusted EBITDA at closing, with significant visibility to deleveraging based on the Company’s cash flow profile.
The Boards of Directors of Juniper and the Board of Managers of Janus have unanimously approved the transaction. The transaction is subject to approval by Juniper’s shareholders and the satisfaction of other customary closing conditions.
Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, is provided in a Current Report on Form 8-K filed by Juniper with the Securities and Exchange Commission and available at www.sec.gov. The investor presentation can also be found on Janus’s website at https://www.janusintl.com/ and Juniper’s website at https://www.juniperindustrial.com/.
Morgan Stanley & Co. LLC is acting as financial advisor to Janus. UBS is acting as financial and capital markets advisor as well as placement agent to Juniper. Moelis & Company LLC is also acting as financial advisor to Juniper.
Janus and Juniper will host a joint investor conference call to discuss the proposed transaction today, December 22, 2020, at 9:00 am EST.
To listen to the prepared remarks via telephone, dial 1-877-407-0789, or for international callers, dial 1-201-689-8562. For those who are unable to listen to the live call, a replay will be available on the Juniper website after the call at www.juniperindustrial.com.
The live conference call webcast, a related investor presentation with more detailed information regarding the proposed transaction and a transcript of the investor call will also be available at www.juniperindustrial.com/. The investor presentation will also be furnished today to the SEC, which can be viewed at the SEC’s website at www.sec.gov.
Janus International Group (“Janus”) is the leading global manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions, including: roll up and swing doors, hallway systems, re-locatable storage units, and facility and door automation technologies. The Janus team operates out of several U.S. locations and five locations internationally. More information is available at www.janusintl.com.
Clearlake Capital Group, L.P. is a leading investment firm founded in 2006 operating integrated businesses across private equity, credit and other related strategies. With a sector-focused approach, the firm seeks to partner with world-class management teams by providing patient, long-term capital to dynamic businesses that can benefit from Clearlake’s operational improvement approach, O.P.S.® The firm’s core target sectors are industrials, technology, and consumer. Clearlake currently has approximately $25 billion of assets under management and its senior investment principals have led or co-led over 200 investments. The firm has offices in Santa Monica and Dallas. More information is available at www.clearlake.com and on Twitter @ClearlakeCap.
Juniper Industrial Holdings (“JIH” or “Juniper”) is a Special Purpose Acquisition Corporation (“SPAC”) targeting companies within the industrials sector. With $348 million in trust, the SPAC was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Juniper’s management team has a proven track record of identifying market-leading technologies across the industrial spectrum, and an affinity for businesses with strong brands and mission-critical offering. The Juniper team has a robust network of relationships within industrial and investment communities built over 60+ years of combined industry experience, and a deep understanding of industrial trends. More information is available at www.juniperindustrial.com.
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