Gibraltar Industries (ROCK) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of OmniMax for $1.335 billion in cash expands presence in the profitable residential segment, with residential expected to generate over 80% of revenue and adjusted EBITDA post-acquisition.

• Doubles building products revenue and creates a stronger platform for future performance.

• Unlocks new opportunities in core product categories and regions, leveraging complementary footprints and management teams, and provides access to approximately 20 new local regions with limited overlap.

• Enhances ability to serve contractors and homeowners with a broader product portfolio and local expertise, strengthening market position in roofing accessories and rainware.

• Complements geographic reach, especially in the Northeast and Southwest, and accelerates expansion in residential building products.

Financial terms and conditions

• Purchase price is $1.335 billion in cash, representing an 8.4x multiple on expected 2025 adjusted EBITDA, including $35 million in run rate synergies and $100 million in cash tax benefits.

• Expected combined 2025 adjusted revenue over $1.7 billion and adjusted EBITDA of $300 million; OmniMax expected to contribute $565 million in net sales and $110 million in adjusted EBITDA.

• Financing includes up to $1.3 billion in senior secured term loans and a $500 million revolving credit facility.

• Leverage at closing expected at 3.7x, with a target to reduce to 2.0x–2.5x within 24 months.

Synergies and expected cost savings

• Targeting $35 million in cost synergies by year three post-close, mainly from logistics, supply chain, SG&A, and 80/20 savings.

• About 50% of synergies expected in year one post-close.

• Additional commercial synergies identified but not included in the $35 million target; approximately $100 million in cash tax benefits expected.