Gibraltar to acquire Omnimax International

Gibraltar is to acquire Omnimax International for $1.335 billion. The combination significantly enhances Gibraltar's position in building products and is expected to be immediately accretive to EBITDA margin and cash flow.

Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the residential, agtech and infrastructure markets, today announced that it has reached an agreement to acquire OmniMax International (“OmniMax”) from funds managed by Strategic Value Partners, LLC and its affiliates (together “SVP”) for a cash purchase price of $1.335 billion. OmniMax is a leader in residential roofing accessories and rainware solutions with expected 2025 adjusted net sales of $565 million and adjusted EBITDA of $110 million. The purchase price represents an effective multiple of 8.4x based on OmniMax’s expected 2025 adjusted EBITDA, run rate cost synergies of $35 million and cash tax benefits of approximately $100 million.

“The acquisition of OmniMax, and its highly complementary brands, product portfolio and footprint with localized expertise, accelerates our strategy to expand in residential building products while enhancing customer experience,” stated Gibraltar Chairman and CEO Bill Bosway. “In getting to know the OmniMax team, it’s clear we both share a commitment to high-quality responsive service, and we look forward to welcoming them to the team. Together, we will deliver greater value for our customers and to Gibraltar’s shareholders as we leverage business processes and systems to accelerate growth, generate strong cash performance and continue to be a leader in the industry.”

John Krause, CEO of OmniMax, commented, “OmniMax has built a strong and growing portfolio of trusted brands founded on an exceptional team, a broad product offering and the delivery of outstanding customer service. We’re proud of the progress we’ve made, from building deeper operational excellence around established names in the roofing industry to bringing new rainware and accessory brands into the OmniMax family. We see this next step as an opportunity to continue strengthening the value we deliver to customers together with Gibraltar. We look forward to working with the Gibraltar team to complete the transaction and build a strong future together.”

Chad Ellis, managing director at SVP, said, “We are proud to have partnered closely with John and the OmniMax team since acquiring the company five years ago. During this time, we significantly improved operating performance by executing a series of strategic and operational initiatives and transformed the business through a disciplined acquisition program and the divestment of non-core assets. As a result of these efforts, OmniMax has become a leading roofing accessories and rainware solutions platform with significant growth potential. The business is well positioned to continue to thrive under the stewardship of a Gibraltar team focused on growing its business within this attractive end market.”

Strategic and financial rationale of the transaction

• Further optimize Gibraltar’s portfolio and expand its presence in its largest and most profitable segment. Following completion of the acquisition, Gibraltar’s Residential business is expected to generate over 80% of the Company’s revenue and adjusted EBITDA.
• Enhance shareholder value creation. The acquisition is expected to deliver immediate EBITDA margin accretion for Gibraltar and create sizeable scale for a high performing building products business, bringing with it $35 million of cost synergies expected by the end of 2028. The transaction will be accretive to Gibraltar’s adjusted EPS in the first fiscal full year post close.
• Deliver strong cash flow and clear path to deleveraging. The acquisition is expected to drive stronger cash flow, significant cost synergies and improved working capitalto support deleveraging from a post-transaction leverage level of 3.7x 2025E adjusted EBITDA – including expected synergies – to 2.0-2.5x within 24 months from the close of the acquisition. 

Financing

Gibraltar has in place committed financing from Bank of America, Wells Fargo and KeyBanc Capital Markets to finance the transaction in the form of up to $1.3 billion new term loan facilities and an upsized $500 million revolving credit facility.

Approvals

The acquisition of OmniMax is structured as an acquisition by Gibraltar of all of the outstanding equity interests of OmniMax held by SVP. The acquisition, which has been unanimously approved by Gibraltar’s Board of Directors, is expected to close in the first half of 2026, subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. No vote of Gibraltar’s shareholders is required to approve the transaction.

Advisors

Perella Weinberg and BofA Securities are serving as Gibraltar’s financial advisors and Wachtell, Lipton, Rosen & Katz is serving as Gibraltar’s legal counsel.

Rothschild & Co. is serving as OmniMax’s financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as OmniMax’s legal counsel.

Conference call

Gibraltar will host a conference call today starting at 8:30 a.m. ET to discuss this transaction. Interested parties may access the webcast through the Investors section of the Company’s website at www.gibraltar1.com, where related presentation materials will also be posted prior to the conference call. The call also may be accessed by dialing (877) 407-3088 or (201) 389-0927. For interested individuals unable to join the live conference call, a webcast replay will be available on the Company’s website for one year.

About Gibraltar

Gibraltar is a leading manufacturer and provider of products and services for the residential, agtech and infrastructure markets. Gibraltar’s mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science and technology. Gibraltar is innovating to reshape critical markets in comfortable living and productive growing throughout North America. For more please visit www.gibraltar1.com.

About OmniMax

OmniMax is a leading national manufacturer of residential building products in the roofing accessory and rainware market. With manufacturing locations across the U.S. and Canada, we have a strong footprint, ensuring reliable support for our customers. We have established long-standing partnerships with some of the largest home improvement retailers and building product distributors, driven by our commitment to service excellence. We deliver high-quality products through our industry-leading portfolio of brands, including Amerimax, Berger, Flamco, Verde, Millennium Metals, Nu-Ray Metals and Hancock Enterprises. Learn more at www.omnimax.com.

About SVP

SVP is a global alternative investment firm that focuses on special situations, private equity, opportunistic credit and financing opportunities. The firm, which acquired OmniMax in October 2020, uses a combination of sourcing, financial and operational expertise to unlock value in its portfolio companies. Today SVP manages approximately $23 billion in assets under management and, since inception, has invested more than $55 billion of capital. The firm, established by Victor Khosla in 2001, has over 200 employees, including more than 100 investment professionals, across its main offices in Greenwich (CT) and London, and presences in Tokyo, Los Angeles and Dubai. Learn more at www.svpglobal.com.