Pentair, a leading provider of water treatment and sustainable solutions, has entered into a definitive agreement to acquire Manitowoc Ice, a leading provider of commercial ice makers, for $1.6 billion, subject to customary adjustments. When adjusted for approximately $220 million of expected tax benefits, the net transaction value is approximately $1.38 billion. Pentair expects to fund the acquisition with new debt that is anticipated to be investment grade. Subject to customary closing conditions and necessary regulatory approvals, the transaction is expected to close in the second quarter of 2022.
Manitowoc Ice, a portfolio brand of Welbilt, Inc. (NYSE: WBT), is a leading designer, manufacturer, and distributor of commercial ice machines in the United States and globally. With a global installed base of approximately 1 million units and more than 200 models of commercial ice machines worldwide, Manitowoc Ice has excelled at delivering differentiated product innovation, food safety and sustainability in icemaking. Manitowoc Ice employs more than 800 team members and operates facilities in Manitowoc, Wis., Monterrey, Mexico and Hangzhou, China. Manitowoc Ice generated $308 million in revenue in 2021 with EBITDA margins of approximately 30%.
“We expect this strategic acquisition to be a game changer for our commercial water solutions platform, establishing a differentiated, total water management offering and expanded network within the foodservice industry,” said John Stauch, Pentair President and CEO. “Manitowoc Ice’s industry-leading global positions in an incredibly attractive industry, coupled with its strong track record of profitable growth and culture of innovation and sustainability are expected to further establish Pentair as a leader in a vast and growing industry. At Pentair, we have remained steadfast in our commitment to developing tailored, sustainable solutions that bring water to life through effortless user experiences. We believe Manitowoc Ice’s culture and priorities are highly aligned with this mindset through value-added solutions that are centered on its customers’ needs.”
We expect this strategic acquisition to be a game changer for our commercial water solutions platform, establishing a differentiated, total water management offering
“With the addition of Manitowoc Ice, we expect Pentair will have the opportunity to bring to our customers a total water management solution that optimizes complementary portfolios through a large installed customer base in foodservice. Further, it will provide an additional growth engine for Pentair that augments our leading industry positions and innovative offerings, ultimately positioning us well for long-term value creation for our stakeholders,” continued Mr. Stauch.
Expected Strategic and Financial Benefits
- Meaningfully Expands Pentair’s Water Solutions Platform: The addition of Manitowoc Ice will enhance growth in Water Quality direct-to-customer solutions and services. Optimizing complementary offerings for customers, the combination will substantially expand Pentair’s water management capabilities and will enable a seamless foodservice experience.
- Accelerates the Build Out of Water Products and Services in Foodservice, Hospitality and Grocery: The addition of Manitowoc Ice will enable Pentair to offer expanded products for drinking, cooling, cooking and cleaning. The acquisition will enhance the strength of Pentair Everpure in providing high quality water for ice products.
- Large Installed Base Will Enhance Customer Intimacy and Expand Share of Wallet: With relationships with approximately 80% of the top-10 global restaurant chains and nearly 75% of the top-50 global Quick-Serve Restaurants, Manitowoc Ice has a large installed base, many of which rely on Pentair for water quality solutions and services, highlighting a significant opportunity to provide a more complete offering for customers.
- Enhances Services Footprint: Building on Pentair’s expanded services offering through the acquisition of Ken’s Beverages in 2021, a more robust customer value proposition combined with increased intelligence of Pentair’s smart, sustainable solutions will create an opportunity for a more predictive services model.
- Adds Attractive Margin Business with Growth Potential: Manitowoc Ice is an industry leader in commercial ice machines with a demonstrated track record of sustained top-line growth and strong cash flow through the cycle. Further, Manitowoc Ice will provide Pentair with a new entry into a high-margin, high-quality commercial opportunity, expanding Pentair’s overall offering.
- Offers Compelling Return Profile: This acquisition is expected to be accretive to earnings in 2022 with a strong opportunity for revenue synergies through a complete commercial water solutions portfolio covering all commercial water needs from drinking and cooling to cooking and cleaning.
- Continued Financial Strength and Flexibility: Pentair maintains its commitment to an investment grade rating and plans to utilize its strong free cash flow for debt pay down after the transaction closes.
Not including Manitowoc Ice, the Company reiterates its 2022 GAAP EPS guidance of approximately $3.54 to $3.64 and on an adjusted basis of approximately $3.70 to $3.80. Not including Manitowoc Ice, the Company continues to anticipate full year 2022 sales to be up approximately 6 to 9 percent on a reported basis compared to full year 2021, and the Company expects to deliver full year free cash flow approximately equal to 100 percent of net income.
In addition, the Company reiterates its first quarter 2022 GAAP EPS of approximately $0.76 and on an adjusted EPS basis of approximately $0.80. The Company expects first quarter sales to be up approximately 7 to 11 percent on a reported basis compared to first quarter 2021.
Reconciliations of GAAP to non-GAAP measures are in the attached financial tables.
Upon closing of this transaction, Pentair plans to have Manitowoc Ice operate within its Water Solutions platform of the Consumer Solutions business segment.
J.P. Morgan Securities LLC is serving as financial advisor to Pentair and Faegre Drinker Biddle & Reath LLP is providing legal counsel.
