Hunter Douglas, a global manufacturer of window coverings and a major manufacturer of architectural products, and 3G Capital, a global investment firm and private partnership, have announced that Ralph Sonnenberg, the controlling shareholder of Hunter Douglas Group, has entered into a definitive agreement to transfer a controlling interest in the company to 3G Capital based on a value of €175 ($198.66 U.S. dollars) per Ordinary Share.
The Sonnenberg Family will continue to hold a 25% interest in Hunter Douglas, pro forma for the new capital structure. The board of directors of Hunter Douglas, represented only by its independent directors, unanimously supports the transaction and has entered into a separate agreement with 3G Capital and Ralph Sonnenberg to facilitate and secure a cash exit for all minority shareholders based on the same price per Ordinary Share. Completion of the transaction is subject to limited closing conditions, including approval by the general meeting of Hunter Douglas.
The transaction values the ordinary shares of Hunter Douglas (“Ordinary Shares”) at €175 per Ordinary Share is stated to imply an enterprise value of approximately $7.1 billion. The Ordinary Share Price represents a 73% premium to its closing ordinary share price on December 30, 2021 of €101.40 ($115.15 U.S. dollars) and a 64% premium to its all-time high closing ordinary share price of €106.40 ($120.82 U.S. dollars).
“3G Capital has deep respect for Hunter Douglas, its diverse portfolio of brands and the steadfast leadership of the Sonnenberg family over three generations. We are honored to be partnering with the Sonnenberg family and to work with Hunter Douglas’ management team on the company’s next phase of global expansion,” comments co-managing partner, Daniel Schwartz, and Alex Behring, co-founder and co-managing partner of 3G Capital.
“Our team at 3G Capital has deep experience building consumer branded businesses over a long-term horizon, and we look forward to investing in Hunter Douglas to continue to strengthen its brands and further its expansion. Hunter Douglas’ strong market position is the product of its specialized expertise built over the past century. We are committed to preserving this expertise by empowering and supporting Hunter Douglas’ leadership and partnering closely with Hunter Douglas’ exceptional team of founders and entrepreneurial managers and unrivaled network of dealers and fabricators.”
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Current Hunter Douglas Group co-president and co-CEO, David Sonnenberg, will transition to executive chairman of the board of directors of the Hunter Douglas Group after the closing of the transaction. According to 3G Capital, Sonnenberg will continue to be highly involved in the day-to-day business and business strategy, tapping into his 30 years of knowledge and active experience in the company.
In Q4, consumer confidence and trading conditions remained constructive, and the company expects sales to be in line with Q3. Q4 EBITDA is expected to be between USD $195 to $205 million.
3G Capital points out the outlook for 2022 is positive, but uncertainties remain as consumer discretionary spending will normalize. Assuming a continuation of current market conditions, management anticipates delivering full-year 2022 sales and EBITDA growth of mid-single digits percent versus full-year 2021, excluding the impact from acquisitions and divestments, with an EBITDA margin in excess of 18%.
“3G Capital and Hunter Douglas share a strong belief in durable value creation through operational excellence, entrepreneurship and a culture of meritocracy,” adds João Castro Neves, 3G Capital.
“I look forward to working closely with David Sonnenberg and the Hunter Douglas management team as we accelerate Hunter Douglas’ growth in partnership with our remarkable founders, managers and business partners.”