AAON, Inc. a company that provides HVAC products for non-residential buildings, today announced it completed the acquisition of BasX, LLC, dba BasX Solutions on December 10, 2021. The Company previously announced on November 18, 2021, that it had entered into a membership interest purchase agreement to acquire 100% of the equity interests of BasX, LLC.
The transaction was funded through a combination of cash, borrowings under its revolving credit facility, and equity. The terms required an upfront payment of $100 million, of which almost all was funded via cash-on-hand. Additional payments, all of which would be in the form of equity, valued at up to an additional $80 million, are subject to earn-out milestones that extend through 2023.
Finally, as a condition to closing, AAON signed a real estate purchase agreement with BasX Properties, LLC, an affiliate of BasX, to acquire the real property and improvements utilized by BasX for an additional $22 million, with such real estate transaction subject to customary closing conditions and adjustments. The Company expects this real estate transaction to close by the end of the first quarter of 2022.
BasX Solutions, headquartered in Redmond, Oregon, specializes in the design, engineering, and manufacturing of custom, high-performance cooling solutions for the rapidly growing hyper-scale data center market. BasX also designs and manufactures custom solutions for cleanroom environments for the biopharmaceutical, semiconductor, medical and agriculture markets, as well as custom, energy-efficient air handlers and modular solutions for a vast array of markets.
“This is a significant milestone in our Company’s history, and we are pleased to formally welcome the BasX Solutions family to AAON” commented Gary Fields, AAON’s President, and Chief Executive Officer. “Strategically, this acquisition provides AAON with an immediate presence in the high-growth data center and cleanroom markets, both of which the Company has historically had minimal exposure. The growth and profitability fundamentals of these new markets are very compelling, and we are eager to leverage the BasX platform with our financial strength and manufacturing capacity to drive accelerated share gains. We also believe there are material cost synergies that will result from the combined entity. Overall, we believe the strategic and financial benefits resulting from this acquisition are compelling for our Company and all of our stakeholders.”
In 2021, BasX is expected to realize revenue of approximately $70 million and an EBITDA margin in the mid-to-high double digits. The transaction is expected to be accretive to AAON’s organic revenue growth and earnings, excluding upfront acquisition-related costs and ongoing purchase accounting amortization expenses.