Landcadia III, a special purpose acquisition firm owned by Houston hospitality mogul and Rockets owner Tilman Fertitta, plans to merge with Cincinnatti-based hardware and home improvement supplies distributor Hillman in a deal that values the combined entity at $2.64 billion.
Hillman is controlled by private equity firm CCMP Capital Advisors, which acquired a majority stake in the company in 2014. It will remain Hillman’s largest shareholder on closing, and the hardware company’s chief executive Doug Cahill will continue to lead the combined entity with the current management team.
The deal comes weeks after Fertitta’s Landcadia II closed on its $745 million acquisition of Golden Nugget online gaming, which is also owned by the Landry’s chief executive.
White & Case associate Anıi Tanyildiz, who splits his time between London and Houson, is advising Landcadia III on the Hillman deal.
Boston firm Ropes & Gray is legal advisor to Hillman.
Jefferies is advising Hillman on financial matters, and, along with Barclays, is acting as placement agent for a private investment in public equity (PIPE) financing that will support the deal.
The PIPE financing, committed by investors led by Wells Capital Management and Columbia Threadneedle Investments’ Small Cap Growth Strategy, consists of $375 million in Landcadia common stock priced at $10 each.
Proceeds from the deal will also include Landcadia III’s $500 million of cash in trust.
“The company expects to use the proceeds from the transaction to accelerate Hillman’s growth initiatives, substantially reduce existing debt, support marketing efforts, and provide additional working capital,” according to a release.
The combined company is expected to have about $741 million of debt net of $96 million of cash and cash equivalents on its consolidated balance sheet.
The Landcadia III sponsors and members of its board of directors and management team have agreed to a “lock-up” period of up to one year following the closing, subject to termination as early as approximately 180 days after closing if certain trading price targets are met.
Upon the closing of the transaction, targeted for the second quarter of 2021, existing Hillman shareholders are expected to own 49% of the combined company, with Landcadia III sponsors holding 5% , PIPE participants holding 20%, and public stockholders holding 26%.