XML 42 R27.htm IDEA: XBRL DOCUMENT v3.8.0.1
Subsequent Events
12 Months Ended
Apr. 30, 2018
Subsequent Events  
Subsequent Events

 

21. Subsequent Events

Acquisition of Titan

On June 1, 2018, we acquired all of the outstanding equity interests of WSB Titan (“Titan”), a distributer of drywall, lumber, commercial and residential building materials. Titan is Canada’s largest gypsum specialty distributer with 30 locations across five provinces in Canada. The aggregate purchase price was $627.0 million (subject to a working capital and certain other adjustments as set forth in the Securities Purchase Agreement). As part of the consideration, certain members of existing management converted $35.0 million of their ownership position in Titan into equity that is exchangeable for the Company’s stock. The purpose of the transaction is to extend the Company’s leadership position in North America with expanded scale and footprint, expand its geographic coverage into the Canadian market and create opportunities for product expansion in both the U.S. and Canada.

To finance this transaction, on June 1, 2018, the Company entered into a Third Amendment to its First Lien Credit Agreement (the “Third Amendment”) that provides for a new first lien term loan facility under the Credit Agreement in the aggregate principal amount of $996.8 million due in June 2025 that bears interest at a floating rate based on LIBOR plus 2.75%, representing a 25 basis point improvement compared to the interest rate of the existing first lien term loan facility under the Credit Agreement immediately prior to giving effect to the Third Amendment. The Company also drew down $143.0 million under its ABL facility. The net proceeds from the new first lien term loan facility, ABL facility and cash on hand were used to repay the Company’s existing first lien term loan facility of approximately $571.8 million under the Credit Agreement and to finance the Titan acquisition.

The assets acquired and liabilities assumed of Titan will be recognized at their acquisition date fair values. The allocation of the consideration transferred to the assets acquired and liabilities assumed of Titan (and the related estimated lives of depreciable tangible and identifiable intangible assets) will require a significant amount of judgment. As of the date of this filing, the accounting for the business combination was incomplete and a preliminary allocation of the consideration transferred could not be made due to complexities regarding the deferred tax liabilities. Such preliminary allocation of the purchase price is expected to be complete in the first quarter of fiscal year 2019 and will be determined taking into account analysis by an independent valuation firm.

If the Titan acquisition had occurred on May 1, 2017, the Company would have included net sales of Titan of $478.4 million for the year ended April 30, 2018 and net income of Titan of $11.9 million for the year ended April 30, 2018, resulting in pro forma net sales of $2,989.9 million and pro forma net income of $74.9 million for the year ended April 30, 2018.

 

Operating Lease Amendments

 

During the first quarter of fiscal year 2019, the Company amended certain of its operating lease agreements for equipment. The amendments resulted in the Company classifying these operating leases as capital leases as of the date of the modifications. As a result, the Company recorded $73.6 million of capital lease assets and capital lease liabilities in its Consolidated Balance Sheet during the first quarter of fiscal year 2019.