KENNESAW, Ga. (Feb. 11, 2015) — Automotive aftermarket parts and paint products distributor Uni-Select Inc. has entered into an agreement for the sale of substantially all of the assets of Uni-Select USA Inc. and Beck/Arnley Worldparts Inc. to an affiliate of Icahn Enterprises L.P.
The deal was announced Feb. 9 for a purchase price of approximately $340 million and is subject to adjustments based on the net tangible book value of assets sold at closing, according to the company.
Kennesaw-based Uni-Select USA, which distributes across North America, said the transaction results from preliminary discussions initiated in January that led to the agreement for the sale of 39 distribution centers and satellite locations and 240 corporate stores, involving 2,960 employees.
Uni-Select said its automotive paint distribution activities, as well as its Canadian automotive parts and paint distribution business unit, are not subject to the transaction, which is expected to close during the year's first half and is subject to customary closing conditions including obtaining regulatory approvals. The deal was approved by Uni-Select's board and is not subject to shareholder approval.
According to the company, its board considered, among other things, an opinion from RBC Capital Markets that “the consideration to be received by the corporation under the transaction is fair, from a financial point of view.”
“We are very pleased with the agreement and its terms,” said Uni-Select President and CEO Richard G. Roy. “Building on the momentum of the positive fourth quarter and fiscal 2014 financial results…(the) transaction unlocks value for our shareholders, strengthens our balance sheet, profitability and future growth potential, while enabling us to repay our debt.
“After a thorough review of our operations, we have concluded that the sale of our U.S. automotive parts distribution activities is in the best interests of the corporation and our shareholders and will allow us to focus on our current strengths and core businesses.
“Icahn Enterprises is a large company with resources to grow and strengthen the business and is committed to a seamless transition for customers, manufacturer partners and team members. I also wish to sincerely thank the Uni-Select teammates impacted by the transaction for their commitment, professionalism and dedication to serving our customers.”
Uni-Select's automotive paint distribution activities are handled through Brook Park, Ohio-based FinishMaster Inc.
Henry Buckley, Uni-Select's chief operating officer, said the announcement “reflects our strong commitment to our automotive parts and paint distribution activities in Canada and our automotive paint distribution activities in the U.S. through FinishMaster, and allows us to further accelerate growth, both organically and through acquisitions as both markets present various opportunities for future development.”
In connection with the buyout, Uni-Select has also entered into a transition agreement with Icahn Enterprises “to ensure an orderly and smooth transition for employees, customers and suppliers upon closing of the transaction.”
Uni-Select distributes replacement parts, equipment, tools, accessories, paint and related products in the automotive aftermarket across 48 states and Canada. On its website, the company describes itself as the sixth largest distributor in the aftermarket industry in the U.S.