Installed Building Products Expands Commercial and Industrial Platform With Acquisition of Old Dominion Group
-
Establishes a Scaled, Mission-Critical Commercial and Industrial Installation Platform Generating Approximately
$420 Million in Combined LTM Revenue - Increases Commercial End-Market Exposure from ~20% to ~28% of Total Company Revenue
- Expected to Be Immediately Accretive to Revenue Growth, Adjusted Operating Margins*, and Adjusted EPS*
-
Transaction Valued at
$698 Million 1, or 9.3x LTM Adjusted EBITDA* Including Expected Run-Rate Synergies - Funded with 60% Cash and 40% Equity, Maintaining Conservative Transaction Adjusted Net Leverage* of 1.9x and Strong Alignment of Incentives
-
ODG CEO,
Jeff Davoud , and Key Management to Join IBP and Lead the Mechanical and Industrial Installation Business
The acquisition establishes an immediate platform of scale for IBP within the large, high-growth commercial mechanical and industrial installation market. For the last twelve months (“LTM”) ended
|
1 The |
Strategic Rationale & Platform Expansion
-
Establishes a Scaled Platform in Attractive Adjacencies: ODG scales IBP’s existing
$50 million commercial mechanical insulation footprint into a combined$420 million industry-leading installation business with national reach, specialized technical expertise, and deep customer relationships. - Deepens Exposure to Mission-Critical, High-Growth Commercial End Markets: Expands IBP’s presence in high-barrier to entry, high growth sectors underpinned by strong secular tailwinds that are less correlated with single-family residential cycles, including healthcare, education, manufacturing, industrial facilities and data centers.
- Advances IBP’s Long-Term Strategy to Diversify Revenue within Commercial and Complementary Products: Increases IBP’s commercial revenue contribution from approximately 20% to 28%, accelerating the Company's strategic roadmap to broaden its addressable markets.
-
Proven Integration Model with Entrepreneurial Autonomy: Consistent with IBP’s philosophy, ODG will continue to operate under its recognized regional brands, led by CEO
Jeff Davoud and its existing operating management. Management and key operating personnel are aligned with IBP shareholders through equity ownership and multi-year performance incentive structures. - Scalable Platform for Continued Consolidation in a Highly Fragmented Market: Ability to leverage IBP's acquisition experience and ODG's established relationships to pursue additional value-accretive bolt-on acquisitions across the fragmented mechanical and industrial insulation installation market.
Management Commentary
“We are excited to welcome
“For 45 years,
As part of the transaction,
“I’m so proud of the company we’ve built and the people that make it so special. We believe we have the best team in the industry, and our culture comes from the pride they take in their work and the way they look out for one another. Broadening ownership is a way to recognize those contributions and strengthen what we’ve built together for the future. That means a great deal to me and our family. I couldn’t be more excited to have nearly 75 ODG leaders invested alongside IBP’s shareholders through equity ownership opportunities in the combined company. With shared incentives tied directly to multi-year growth and operational execution, our teams are fully committed to driving long-term value for our shareholders,” said
“I founded
Inducement Awards Disclosure Under NYSE Rule 303A.08
In connection with the transaction and to incentivize key personnel critical to the sustained operational performance of ODG, the Compensation Committee of IBP’s Board of Directors approved performance-based equity inducement awards covering up to 50 key non-executive employees who joined the Company. None of the award recipients are executive officers of IBP. The awards were granted in reliance on the employment inducement exemption provided under New York Stock Exchange (NYSE) Rule 303A.08.
The inducement grants consist of performance-based award units with settlement in shares of the Company’s common stock, with an aggregate target grant-date value of
Advisors
Conference Call
The Company will host a conference call and webcast on
Alternatively, participants can register for the call 15 minutes prior to the event by using the call me option for a faster connection to join the conference call. You can enter your phone number and let the system call you right away. Click here for the call me option.
Additional details on the ODG acquisition may be found in the Form 8-K filed with the Securities and Exchange Commission.
About Installed Building Products
Installed Building Products, Inc. is one of the nation's largest new residential insulation installers and is a diversified installer of complementary building products, including waterproofing, fire-stopping, fireproofing, garage doors, rain gutters, window blinds, shower doors, closet shelving and mirrors and other products for residential and commercial builders located in the continental United States. The Company manages all aspects of the installation process for its customers, from direct purchase and receipt of materials from national manufacturers to its timely supply of materials to job sites and quality installation. The Company offers its portfolio of services for new and existing single-family and multi-family residential and commercial building projects in all 48 continental states and the District of Columbia from its national network of over 250 branch locations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including with respect to the future financial and operational performance of ODG, expectations regarding the projected impact and benefits of ODG on our operating or financial results, the potential strategic benefits and synergies expected from the acquisition of ODG, our ability to successfully integrate ODG, the housing market and the commercial market, our operations, industry and economic conditions, our financial and business model, the demand for our services and product offerings, expansion of our national footprint and end markets, diversification of our products, our ability to grow and strengthen our market position, our ability to pursue and integrate value-enhancing acquisitions, our ability to improve sales and profitability, and expectations for demand for our services and our earnings. Forward-looking statements may generally be identified by the use of words such as "anticipate," "believe," "expect," "intends," "plan," and "will" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those expressed in or suggested by such forward-looking statements as a result of various factors, including, without limitation, general economic and industry conditions; increases in mortgage interest rates and rising home prices; inflation and interest rates; the material price and supply environment; increased tariffs; federal government shutdowns and uncertainty regarding the federal government's policy changes; geopolitical conflicts; the timing of increases in our selling prices; timing of acquisitions; and the factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. Any forward-looking statement made by the Company in this press release speaks only as of the date hereof. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict these events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws.
*Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this press release contains the non-GAAP financial measures of EBITDA, Adjusted EBITDA, EBITDA margin, Adjusted EBITDA margin (i.e., EBITDA or Adjusted EBITDA divided by net revenue), Adjusted EPS, Adjusted Operating Margin and Transaction Adjusted Net Leverage. The reconciliations of EBITDA, Adjusted EBITDA, and Transaction Adjusted Net Leverage to the most directly comparable GAAP measures are included below. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.
|
OLD |
||||
|
RECONCILIATION OF GAAP TO NON-GAAP MEASURES |
||||
|
EBITDA AND ADJUSTED EBITDA CALCULATIONS |
||||
|
(unaudited, in millions) |
||||
|
Last Twelve Months
|
||||
|
Net income |
|
$ |
37.2 |
|
|
Interest expense |
|
0.1 |
|
|
|
Provision for income tax |
|
|
15.1 |
|
|
Depreciation and amortization |
|
6.5 |
|
|
|
EBITDA |
|
$ |
58.9 |
|
|
Share-based compensation expense |
|
8.0 |
|
|
|
One-time costs and other adjustments, net |
|
|
1.0 |
|
|
Adjusted EBITDA |
$ |
67.9 |
|
|
|
EBITDA margin |
|
15.9 |
% |
|
|
Adjusted EBITDA margin |
|
|
18.4 |
% |
|
|
|||||||||||||||
|
TRANSACTION ADJUSTED NET LEVERAGE RATIO CALCULATION |
|||||||||||||||
|
(unaudited, in millions except ratios) |
|||||||||||||||
|
Old |
|||||||||||||||
|
As of
|
Term Loan
|
Transaction-Adjusted |
|||||||||||||
|
Total Debt |
$ |
1,064.2 |
$ |
246.7 |
|
- |
|
$ |
1,310.9 |
||||||
|
Total Cash and Investments |
|
415.9 |
|
|
246.7 |
|
|
(435.0 |
) |
(1) |
|
227.6 |
|
||
|
Total Debt, net of cash |
$ |
648.3 |
|
|
- |
|
$ |
435.0 |
|
$ |
1,083.3 |
|
|||
|
Total LTM Adjusted EBITDA |
$ |
493.5 |
|
(3) |
|
- |
|
$ |
74.9 |
|
(2) |
$ |
568.4 |
|
|
|
Net Leverage Ratio |
|
1.31 |
|
|
1.91 |
|
|||||||||
|
(1) Cash paid to acquire ODG and associated transaction bonuses |
||||
|
(2) LTM Adjusted EBITDA* through |
||||
|
(3) IBP's historical and previously reported LTM Adjusted EBITDA* through |
View source version on businesswire.com: https://www.businesswire.com/news/home/20261111408948/en/
Investor Relations:
614-221-9944
investorrelations@installed.net
Source: