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PISCATAWAY, N.J., July 23 /PRNewswire-FirstCall/ -- American Standard
Companies Inc. (NYSE: ASD) today announced that it has signed a definitive
agreement to sell the company's worldwide Bath and Kitchen products
business to funds advised by Bain Capital Partners, LLC, a leading global
private investment firm, for $1.755 billion in cash.
Upon completion of the sale, Bain Capital will acquire all of American
Standard's Bath and Kitchen business with 2006 annual sales of $2.4
billion, 26,000 employees and 54 production facilities in 23 countries
worldwide. The business manufactures and markets industry-leading products
under brand names such as American Standard(R), Ideal Standard(R), Armitage
Shanks(R), Porcher(R), Jado(R), Ceramica Dolomite(R) and Vidima(R).
The sale closing is expected to occur early in the fourth quarter. The
company intends to use proceeds of the sale primarily to repurchase common
stock and reduce debt to keep the company at investment-grade standards.
The sale is subject to normal regulatory approvals and customary closing
conditions. Shareholder approval is not required. The buyer has secured
firm financing commitments.
On Feb. 1, 2007, American Standard announced plans to separate its
three businesses by selling Bath and Kitchen, spinning off Vehicle Control
Systems and retaining its largest business, Air Conditioning Systems and
Services. Today's announcement is the final step needed for completion of
those plans following the spinoff of Vehicle Control Systems as an
independent publicly traded company to be known as WABCO, which is
scheduled for July 31 at 11:59 p.m. EDT. In March, the company sold Venesta
Washroom Systems, which was part of Bath and Kitchen. Combined with
Venesta, proceeds for the sale of Bath and Kitchen total $1.92 billion.
Following the spinoff and the sale, American Standard Companies will
change its name to Trane. Trane is the flagship brand of its global Air
Conditioning Systems and Services business, which last year generated sales
of $6.8 billion. Trane will retain the American Standard brand name for its
heating, ventilating and air conditioning (HVAC) and related products,
while the newly formed Bath and Kitchen business will retain the name for
its markets.
"This is a major milestone in our plan to separate American Standard
into three focused, better understood companies," said Fred Poses, American
Standard chairman and CEO. "We believe that Bain Capital's all-cash offer
provides excellent value for our shareowners. Bath and Kitchen is a global
market leader, with size, global reach and organizational talent. It has a
rich history and a great future for its customers, employees and new
owners."
"This is a market-leading global company with a wonderful heritage, a
strong portfolio of brands, deep customer relationships and an experienced
management team," said Steve Barnes, a managing director at Bain Capital
based in Boston. "We look forward to supporting the management team and
dedicated employees in realizing the company's full potential through
continued operational improvements, further enhancing and leveraging its
strong family of brands, and accelerating growth," added Walid Sarkis, a
London-based managing director at Bain Capital.
American Standard Companies is completing plans to spin off WABCO.
Regular trading of WABCO's common stock (WBC) is set to begin Aug. 1 on the
New York Stock Exchange. It is currently traded on a "when issued" basis.
American Standard's financial advisor for the Bath and Kitchen sale is
Lazard. Its legal counsel is Skadden Arps. For Bain Capital, Bank of
America, N.A. and Credit Suisse provided financing, Lehman Brothers acted
as financial advisors, Kirkland & Ellis LLP served as legal counsel, and
PricewaterhouseCoopers provided transaction advisory services.
ABOUT AMERICAN STANDARD COMPANIES:
American Standard is an $11.2 billion global manufacturer with market-
leading positions in three businesses: air conditioning systems and
services, sold under the Trane(R) and American Standard(R) brands for
commercial, institutional and residential buildings; bath and kitchen
products, sold under such brands as American Standard(R) and Ideal
Standard(R); and vehicle control systems, including electronic braking and
air suspension systems, sold under the WABCO(R) name to the world's leading
manufacturers of heavy-duty trucks, buses, SUVs and luxury cars. The
company employs approximately 62,000 people and has manufacturing
operations in 28 countries. American Standard is included in both the S&P
500 and the Dow Jones Sustainability North America Index, which recognizes
the top 20 percent of leaders in corporate sustainability in North America.
ABOUT BAIN CAPITAL PARTNERS:
Bain Capital (http://www.baincapital.com) is a global private investment firm
that manages several pools of capital including private equity, high-yield
assets, mezzanine capital and public equity with approximately $50 billion
in assets under management. Since its inception in 1984, Bain Capital has
made private equity investments and add-on acquisitions in over 240
companies around the world, including such leading companies as Dunkin'
Brands, Sealy, Toys "R" Us, Michaels Stores, Burger King, SigmaKalon,
Bombardier Recreational Products, Samsonite, Sensata Technologies and
Staples. Headquartered in Boston, Bain Capital has offices in New York,
London, Munich, Hong Kong, Shanghai and Tokyo.
Comments in this news release contain certain forward-looking
statements, which are based on management's good faith expectations and
belief concerning future developments. Forward-looking statements can be
identified by the use of words such as "believe," "expect," "plans,"
"strategy," "prospects," "estimate," "project," "anticipate," "intends" and
other words of similar meaning. Actual results may differ materially from
these expectations. American Standard does not undertake any obligation to
update such forward- looking statements.
Additional information is available at http://www.americanstandard.com.
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