ITT (ITT) investor relations material

Deal rationale and strategic fit

• Acquisition accelerates the 2030 vision by expanding into high-growth, high-margin businesses and reducing automotive exposure to about 20% of the portfolio.

• Adds a $1.3B highly profitable flow platform with leading brands in pumps, valves, mixers, and heat exchangers, entering new markets like nutrition, health, and personal care.

• Expands total addressable market to over $60 billion across four verticals and strengthens leadership in core and adjacent markets such as chemical, energy, mining, and industrial.

• Doubles Industrial Process segment's aftermarket sales and enhances recurring revenue streams.

• Strong cultural alignment and operational excellence, with a shared focus on customer value and continuous improvement.

Financial terms and conditions

• Purchase price is $4.775 billion in cash and equity, including $700 million in common stock, representing 14.2x 2026E EBITDA or 11.5x including synergies.

• Funded through debt and equity, with secured loan facilities and $700 million in common stock to Lone Star.

• Projected net leverage below 3x at closing, targeting below 2x within 18 months while maintaining investment grade rating.

• Transaction is expected to be immediately accretive to gross and adjusted EBITDA margins, with adjusted EPS accretion in 2026 and double-digit EPS accretion in the first full year post-close (excluding intangible amortization).

Synergies and expected cost savings

• $80 million run-rate cost synergies targeted by end of year three post-close, with two-thirds captured by end of year two.

• Synergies mainly from G&A consolidation, procurement optimization, and leveraging SPX FLOW's global footprint and low-cost facilities.

• One-time cost to achieve synergies is $96 million.

• Revenue synergies are not included in the model but will be pursued, especially through expanded geographic and channel reach.

• Opportunity for incremental revenue growth leveraging proven market outperformance.