employees, GCA serves over 930 clients in a variety of sectors, including K-12 schools, higher education, corporate office buildings,
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For us, particular uncertainties that could cause our actual results to be materially different from those expressed in our forward - looking statements include : ( 1 ) our ability to successfully complete the proposed acquisition of GCA, including satisfying closing conditions ; ( 2 ) delay in closing the proposed acquisition of GCA ; ( 3 ) the occurrence of any event that could give rise to termination of the merger agreement ; ( 4 ) risks inherent in the achievement of cost synergies and the timing thereof ; ( 5 ) risks related to the disruption of the proposed acquisition to GCA and its management ; ( 6 ) the effect of announcement of the proposed acquisition on GCA’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties ; ( 7 ) our ability to successfully integrate GCA if the proposed acquisition is completed, including whether and to what extent the proposed acquisition will be accretive and within the expected timeframe ; ( 8 ) changes to our businesses, operating structure, financial reporting structure, or personnel relating to the implementation of our 2020 Vision strategic transformation initiative ; ( 9 ) increases in estimates of ultimate insurance losses ; ( 10 ) uncertainty in future cash flows ; ( 11 ) challenges preserving long - term client relationships, passing through costs to clients, responding to competitive pressures, and retaining qualified personnel ; ( 12 ) impairment of goodwill and long - lived assets ; ( 13 ) changes in immigration laws or enforcement actions or investigations under such laws ; ( 14 ) significant delays or reductions in appropriations for our government contracts ; ( 15 ) losses or other incidents at facilities in which we operate ; and ( 16 ) liabilities associated with participation in multiemployer pension plans . appropriations for our government contracts; (15) losses or other incidents at facilities in which we operate; and (16) liabilities The list of factors above is illustrative and by no means exhaustive. (NYSE:ABM) (“the Company”), a leading provider of facility solutions, today announced it has entered into a definitive area code: (Former name or former address, if changed since last report)Check the appropriate box below if the Form 8-K filing 1 Transaction Summary 2 GCA Overview 4 Transformative CombinationTransaction Summary 3 • ABM has signed a definitive agreement to acquire GCA Services Group for approximately $1.25 billion in cash and stock: ‒ $851 million to be funded through borrowings under amended revolver and term loan A ‒ $399 million of ABM common stock • Acquisition estimated to add approximately $1.1 billion in revenue and approximately $100 million in adjusted EBITDA • Cost synergies estimated at approximately $20 million - $30 million • Revenue synergies, including cross - sell opportunities, anticipated • Thomas H. Lee Partners, L.P. and Goldman Sachs Merchant Banking Division to own approximately 14%, in aggregate, of ABM common stock upon closing • Transaction expected to close by September 2017 * * See “Use of Non - GAAP Financial Information” for information about our use of Non - GAAP financial measuresEducation Division 56% $573mm Commercial Division 43% $436mm Vehicle Services 7 % Education 57 % Commercial 36 % Revenue breakdown Key statistics • Revenue contribution of approximately $1.1 billion • Approximately $100 million of adjusted EBITDA * • 3,200 + K - 12 schools served across ~250 districts • 80+ higher education facilities • 1,000+ Commercial customer sites • Over 37,000 employees • Founded in 2003 with headquarters in Cleveland, Ohio • Premier provider of facility services in the Education and Commercial industries • Specializes in facilities maintenance, janitorial services, grounds management, vehicle services and outsourced workforce solutions • Services in 46 states, the District of Columbia, and Puerto Rico • Best - in - class facilities service provider to the K - 12 and higher education sectors • Focused on commercial verticals which require specialized, value - added services, like manufacturing , high - tech and bio - pharma • Experienced and talented team of employees with company - wide focus on exceptional customer service Business overview GCA Overview * See “Use of Non - GAAP Financial Information” for information about our use of Non - GAAP financial measures 4Financial Implications 5 • Total revenues to increase by approximately $1.1 billion and adjusted EBITDA to increase by approximately $100 million • ABM Education industry - group to increase revenue from $250 million to approximately $850 million annually • Estimated $ 500 million in annual revenue within other industry - group verticals, including Business & Industry, High - tech / Bio - pharma and Aviation • Annual cost synergies of approximately $20 million - $30 million by the second full year of ownership • One time transaction - , synergy - , and integration - related expenses of approximately $70 million • Near term increase in pro forma lender - adjusted EBITDA to approximately 4.0x, inclusive of letters of credit • No change to dividend payment policy at this time • No anticipated share repurchase activity, in the near term, as the Company allocates excess cash flow to delever to historical levels * See “Use of Non - GAAP Financial Information” for information about our use of Non - GAAP financial measures * *Transformative Combination 6 Strategic fit under 2020 Vision Industry talent and insight Achievable cost synergies Bolstered Education presence Elevated margin profile Increased FCF generation Enhanced revenue opportunities Increased scale and densityForward - Looking Statement This presentation contains both historical and forward - looking statements addressing the plan of ABM Industries Incorporated (“ABM” and, together with its subsidiaries, collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”) to acquire GCA Services Group (“GCA”) .
$70 million in one-time, transaction-, synergy-, and integration-related costs.Following the closing of the transaction, GCA is an incredible company with a proven track record of operating performance, safety and forward-looking statements addressing the plan of ABM Industries Incorporated (“ABM” and, together with its subsidiaries, services and outsourced workforce solutions. The list of factors above is illustrative and by no means exhaustive . Bold) Acquisition of GCA Services Group July 12, 2017Agenda 2 3 Financial Implications Forward - Looking Statements and Non - GAAP Financial Information: Our discussions during this conference call will include forward - looking statements. shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Jones Day and Davis, Polk and Wardwell are serving as its legal advisors.Goldman Sachs and Kirkland & Ellis Naravno, uvijek je lijepo pobijediti, 1:0 bila bi znaajna prednost, ali bi taj rezultat, s druge strane, predstavljao mnogo vee optereenje. collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”) ABM’s ability to enhance long-term shareholder value.
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For us, particular uncertainties that could cause our actual results to be materially different from those expressed in our forward - looking statements include : ( 1 ) our ability to successfully complete the proposed acquisition of GCA, including satisfying closing conditions ; ( 2 ) delay in closing the proposed acquisition of GCA ; ( 3 ) the occurrence of any event that could give rise to termination of the merger agreement ; ( 4 ) risks inherent in the achievement of cost synergies and the timing thereof ; ( 5 ) risks related to the disruption of the proposed acquisition to GCA and its management ; ( 6 ) the effect of announcement of the proposed acquisition on GCA’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties ; ( 7 ) our ability to successfully integrate GCA if the proposed acquisition is completed, including whether and to what extent the proposed acquisition will be accretive and within the expected timeframe ; ( 8 ) changes to our businesses, operating structure, financial reporting structure, or personnel relating to the implementation of our 2020 Vision strategic transformation initiative ; ( 9 ) increases in estimates of ultimate insurance losses ; ( 10 ) uncertainty in future cash flows ; ( 11 ) challenges preserving long - term client relationships, passing through costs to clients, responding to competitive pressures, and retaining qualified personnel ; ( 12 ) impairment of goodwill and long - lived assets ; ( 13 ) changes in immigration laws or enforcement actions or investigations under such laws ; ( 14 ) significant delays or reductions in appropriations for our government contracts ; ( 15 ) losses or other incidents at facilities in which we operate ; and ( 16 ) liabilities associated with participation in multiemployer pension plans . appropriations for our government contracts; (15) losses or other incidents at facilities in which we operate; and (16) liabilities The list of factors above is illustrative and by no means exhaustive. (NYSE:ABM) (“the Company”), a leading provider of facility solutions, today announced it has entered into a definitive area code: (Former name or former address, if changed since last report)Check the appropriate box below if the Form 8-K filing 1 Transaction Summary 2 GCA Overview 4 Transformative CombinationTransaction Summary 3 • ABM has signed a definitive agreement to acquire GCA Services Group for approximately $1.25 billion in cash and stock: ‒ $851 million to be funded through borrowings under amended revolver and term loan A ‒ $399 million of ABM common stock • Acquisition estimated to add approximately $1.1 billion in revenue and approximately $100 million in adjusted EBITDA • Cost synergies estimated at approximately $20 million - $30 million • Revenue synergies, including cross - sell opportunities, anticipated • Thomas H. Lee Partners, L.P. and Goldman Sachs Merchant Banking Division to own approximately 14%, in aggregate, of ABM common stock upon closing • Transaction expected to close by September 2017 * * See “Use of Non - GAAP Financial Information” for information about our use of Non - GAAP financial measuresEducation Division 56% $573mm Commercial Division 43% $436mm Vehicle Services 7 % Education 57 % Commercial 36 % Revenue breakdown Key statistics • Revenue contribution of approximately $1.1 billion • Approximately $100 million of adjusted EBITDA * • 3,200 + K - 12 schools served across ~250 districts • 80+ higher education facilities • 1,000+ Commercial customer sites • Over 37,000 employees • Founded in 2003 with headquarters in Cleveland, Ohio • Premier provider of facility services in the Education and Commercial industries • Specializes in facilities maintenance, janitorial services, grounds management, vehicle services and outsourced workforce solutions • Services in 46 states, the District of Columbia, and Puerto Rico • Best - in - class facilities service provider to the K - 12 and higher education sectors • Focused on commercial verticals which require specialized, value - added services, like manufacturing , high - tech and bio - pharma • Experienced and talented team of employees with company - wide focus on exceptional customer service Business overview GCA Overview * See “Use of Non - GAAP Financial Information” for information about our use of Non - GAAP financial measures 4Financial Implications 5 • Total revenues to increase by approximately $1.1 billion and adjusted EBITDA to increase by approximately $100 million • ABM Education industry - group to increase revenue from $250 million to approximately $850 million annually • Estimated $ 500 million in annual revenue within other industry - group verticals, including Business & Industry, High - tech / Bio - pharma and Aviation • Annual cost synergies of approximately $20 million - $30 million by the second full year of ownership • One time transaction - , synergy - , and integration - related expenses of approximately $70 million • Near term increase in pro forma lender - adjusted EBITDA to approximately 4.0x, inclusive of letters of credit • No change to dividend payment policy at this time • No anticipated share repurchase activity, in the near term, as the Company allocates excess cash flow to delever to historical levels * See “Use of Non - GAAP Financial Information” for information about our use of Non - GAAP financial measures * *Transformative Combination 6 Strategic fit under 2020 Vision Industry talent and insight Achievable cost synergies Bolstered Education presence Elevated margin profile Increased FCF generation Enhanced revenue opportunities Increased scale and densityForward - Looking Statement This presentation contains both historical and forward - looking statements addressing the plan of ABM Industries Incorporated (“ABM” and, together with its subsidiaries, collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”) to acquire GCA Services Group (“GCA”) .
$70 million in one-time, transaction-, synergy-, and integration-related costs.Following the closing of the transaction, GCA is an incredible company with a proven track record of operating performance, safety and forward-looking statements addressing the plan of ABM Industries Incorporated (“ABM” and, together with its subsidiaries, services and outsourced workforce solutions. The list of factors above is illustrative and by no means exhaustive . Bold) Acquisition of GCA Services Group July 12, 2017Agenda 2 3 Financial Implications Forward - Looking Statements and Non - GAAP Financial Information: Our discussions during this conference call will include forward - looking statements. shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Jones Day and Davis, Polk and Wardwell are serving as its legal advisors.Goldman Sachs and Kirkland & Ellis Naravno, uvijek je lijepo pobijediti, 1:0 bila bi znaajna prednost, ali bi taj rezultat, s druge strane, predstavljao mnogo vee optereenje. collectively referred to as “ABM,” “we,” “us,” “our,” or the “Company”) ABM’s ability to enhance long-term shareholder value.