Business Services Industry
Hyde Park Acquisition Corp. to Acquire Essex Crane Rental Corp
Business Wire, March 6, 2008
North America's Leading Crawler Crane Rental Company Focused on the Infrastructure Sector
Select Transaction Highlights
* Leader in US crawler crane sector focused on infrastructure and related sectors
* Total consideration of $210 million, plus transaction expenses
* Purchase price represents material discount to hard asset orderly liquidation value
* Attractive committed debt facility which requires no amortization
NEW YORK -- Hyde Park Acquisition Corp. (OTCBB: HYDQ; HYDQW; HYDQU) today announced that it has entered into a definitive agreement to acquire privately-held Essex Crane Rental Corp. ("Essex" or the "Company"), which owns the largest specialized fleet of lattice-boom crawler cranes and attachments in North America. Chicago-based Essex operates an industry-leading fleet of approximately 400 high-lift capacity crawler cranes which has been assembled throughout its 48 years of operation. The Company's primary end markets serviced include bridge and road construction, power, water treatment, refineries, alternative energy and other infrastructure related projects. All of these end markets are experiencing strong growth trends due to investment in transportation infrastructure, energy infrastructure, municipal utilities and chemical/petrochemical facilities.
As a result of the powerful secular trends within the end markets it serves, Essex is benefiting from a favorable utilization and rental rate environment. On average, the Company's rental contracts are between 6 and 18 months, with an average expected life of over 9 months. As such, Essex's earnings are highly predictable and visible, and supported by a strong backlog. Essex's backlog at December 31, 2007 was $33.4 million, an increase of 43% over the comparable prior year backlog. Besides having an orderly liquidation value and a replacement value well in excess of the purchase price paid by Hyde Park, Essex's assets are not subject to technological obsolescence and have useful lives of approximately 50 years. Additionally, maintenance capital expenditure under the company's business model is limited.
For the fiscal year ended December 31, 2007, Essex generated revenues of $64.2 million, total EBITDA1 of $37.2 million (including rental EBITDA2 of $32.5 million which provided a margin of 51%), and invested maintenance capital expenditure of approximately $2.1 million. Over the fiscal periods 2004 through 2007, revenue and total EBITDA grew at cumulative average growth rates of 31% and 55% respectively.
Under the terms of the transaction, Hyde Park will acquire Essex from private equity firm Kirtland Capital Partners for total consideration of $210 million plus transaction expenses and an adjustment for crane purchases and sales prior to closing. The transaction will be financed through a combination of: up to $100 million in proceeds from Hyde Park; a $5 million equity investment by the Essex management team; a $5 million equity investment by Kirtland Capital Partners, Essex's current private equity investors; a $1 million equity investment by Macquarie Capital (USA), Inc.; and a $117 million drawdown of a fully committed asset-backed credit facility from a consortium of institutional lending sources.
Laurence S. Levy, Chairman and CEO of Hyde Park, commented, "Hyde Park was funded with the intention of acquiring an asset with strong ties to the infrastructure market. Essex is intimately linked to key infrastructure end-markets, such as transportation, utilities and energy, and I am excited about the opportunities offered by this investment. After a comprehensive due diligence effort, we found Essex to be a company with a leading market position in the niche crawler crane rental space, a sector characterized by long economic equipment lives, strong supply-demand dynamics, 6-18 month rental periods and limited obolesence risk. Furthermore, Essex has an outstanding management team, headed by CEO Ron Schad, who are experts in their field and committed to maintaining and growing Essex's leading market position. We are acquiring Essex at an attractive valuation of about 84% of its orderly liquidation value, and at 5.6X 2007 total EBITDA of $37.2 million. Additionally Essex has a tax loss carryforward which will save future taxes with a present value of about $24 million. I am pleased that we have secured a fully committed debt facility in the current credit environment to close this transaction. The debt facility is attractive as it requires no amortization and provides us with ample liquidity for future growth and investment.
"Financially, Essex is able to achieve EBITDA margins in excess of 45% due to the simplicity of its business model and the "pass-through" nature of many of its costs. This, coupled with a contract backlog and limited maintenance capital expenditure requirements provides the opportunity for highly visible free cash flow generation for either fleet investment or distributions to shareholders. I am also excited that the Hyde Park shareholders will be the beneficiaries of future earnings resulting from a program to invest $32 million in growth fleet additions of which half has already been spent and the remainder will be spent during 2008. I believe that, given Essex's strong market position, its attractive debt facility, its moderately levered balance sheet and its attractive free cash flow characteristics, the Company will have numerous growth opportunities and we look forward to partnering with management to realize these."
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