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BasX founder says company’s new owners are committed to Redmond ‘long-term’

(Update: Adding video)

REDMOND, Ore. (KTVZ) -- BasX Solutions new owners, AAON of Tulsa, Oklahoma, plans to continue growing the company in Redmond, the founder of BasX said Friday.

Matt Tobolski, president and founder of BasX, told NewsChannel 21 the local presence is 100 percent safe in Central Oregon.

AAON is acquiring Redmond's fast-growing data center cooling, HVAC and clean room systems maker BasX Solutions for up to $202 million, including purchase of its property and buildings, the two firms announced late Thursday.

“Their goal is that everyone is staying, and they are not here to input anybody into our organization to lead," Tobolski said. "It's business as usual, from a leadership and execution perspective.” 

According to Tobolski, AAO CEO Norma Asbjornson has had "long-term" business connections with BasX.

BasX is one of Redmond's largest employers, with about 260 workers, tied for sixth on this year's annual ranking by Economic Development for Central Oregon.

Tobolski will stay on as the president of the company.

Here's the two companies' formal announcement, in full:

AAON Announces Acquisition of BasX Solutions

AAON, Inc. a leader in innovation and production of premium quality, highly energy efficient HVAC products for nonresidential buildings, today announced Thursday it has entered into a membership interest purchase agreement to acquire 100% of the equity interests of BasX, LLC, dba BasX Solutions, a leader in the manufacturing of high efficiency data center cooling solutions, cleanroom systems, custom HVAC systems and modular solutions.

The transaction terms require an upfront payment of $100 million, subject to customary adjustments. Additional payments valued at up to $80 million are subject to earn-out milestones that extend through 2023.

As a condition to closing, AAON will also sign a real estate purchase agreement with BasX Properties, LLC, an affiliate of BasX, to acquire the real property and improvements utilized by BasX for an additional $22 million, subject to customary closing conditions and adjustments. AAON plans to fund the transactions through a combination of cash, borrowings under its revolving credit facility and equity.

BasX specializes in the design, engineering and manufacturing of custom, energy efficient cooling solutions for the rapidly growing hyperscale data center market. BasX also designs and manufactures custom solutions for cleanroom environments for the bio-pharmaceutical, semiconductor, medical and agriculture markets, as well as custom, energy efficient air handlers and modular solutions for a vast array of markets.

Headquartered in Redmond, Oregon, BasX operates a manufacturing footprint of 200,000 square feet. In 2021, BasX is expected to realize revenue of approximately $70 million.

Strategic Rationale

There are several factors that led AAON to believing this was a compelling acquisition:

  1. BasX brings the Company exposure to attractive end-markets into which AAON had minimal exposure.
  2. The products that BasX manufactures are highly engineered, customized products, fully complimenting AAON’s existing business model.
  3. There are high barriers to entry. The sophistication of the equipment, the high cost of failure if the equipment fails and the strong customer relationships with a concentrated group of blue chip companies all act as a moat to this business.
  4. The acquisition is accretive to organic growth. BasX has experienced a five-year sales CAGR of 45% and has a robust backlog that supports future growth.
  5. AAON anticipates revenue and cost synergies to result from the acquisition. The AAON brand and the financial support will help BasX penetrate their markets at an accelerated rate. AAON also foresees cross selling opportunities related to having manufacturing locations in different geographies of the U.S. and R&D related synergies. Cost synergies are related to procurement of materials and components, productivity improvements associated with the sharing of best practices and vertical integration opportunities.
  6. AAON anticipates the acquisition will be accretive to earnings immediately, excluding upfront acquisition-related costs and ongoing purchase accounting amortization expenses.
  7. Lastly, AAON gains a premier leadership team that has a multi-decade track record of success in the industry. Conditional to the deal, BasX’s management team will remain intact for at least three years following the close of the acquisition.

“Upon closing this acquisition, we will continue to advance our long-term strategy of focusing on innovative, semi-custom and custom, energy efficient HVAC solutions for nonresidential applications,” commented Gary Fields, AAON’s President and Chief Executive Officer. “BasX will provide AAON with an immediate presence in the high-growth data center and cleanroom markets, both of which the Company has historically had minimal exposure.

"The growth and profitability fundamentals of these new markets are very compelling for AAON. We also believe there are material revenue and cost synergies that will result from the combined entity. Moreover, BasX is led by a management team that has decades of experience in developing products that have shaped today’s industry, an attribute that is fully complementary to AAON’s strategy.

"Overall, we believe the strategic and financial benefits resulting from this acquisition are compelling for our Company and all of our stakeholders. We look forward to welcoming the BasX team to the AAON family and are excited about the opportunities ahead.”

Matt Tobolski, PhD, President and Co-Founder of BasX stated, “Since our inception, the BasX team has focused on delivering value added solutions by engineering and building industry leading custom products that meet the most stringent demands in the data center, cleanroom and commercial markets. The creativity, collaboration, and execution of projects by our team will be strengthened as we enter this new chapter with AAON. BasX and AAON are extremely well aligned from company cultures, engineering expertise, manufacturing efficiency and the steadfast commitment to delivering on promises to our customers.”

Dave Benson, BasX CEO and Co-Founder added, “As BasX joins the AAON family, we are confident that the incremental add in product offerings and market segments will result in fantastic value to our collective customers and shareholders.”

Solid Financial Contributions

BasX has delivered compounded annual revenue growth of 45% over the past five years and is expected to achieve adjusted EBITDA margins in the mid-to-high-teens in 2021. Cost and revenue synergies expected over the next several years will help further expand margins. The full amount of the additional transactional payments that are subject to several earn-out milestones are based on EBITDA more than doubling from 2021 to 2023. Excluding upfront acquisition-related expenses and non-cash purchase accounting amortization costs, the Company anticipates the acquisition will be accretive to earnings.

Financing and Closing

The upfront payment of $100 million will be funded mostly with cash on hand, with the rest from borrowings under the Company’s revolving credit facility. Earn-out payments based on certain milestones will be paid in equity. The acquisition is expected to close by year-end, subject to customary closing conditions and approvals, and the real estate acquisition is expected to close by the end of the first quarter of 2022.

Financial Advisors

J.P. Morgan Securities, LLC acted as exclusive advisor to AAON.
Wells Fargo Securities, LLC acted as exclusive advisor to BasX.

Conference Call and Webcast

AAON will host a conference call and webcast tomorrow, November 19, 2021 at 9:00 a.m. ET to discuss the transaction. The live conference call is available by dialing (646) 402-9168 (code: 1302435). The webcast and accompanying slide presentation will be available at https://onecast.thinkpragmatic.com/ses/JFkp0YIojLjb6xj2VV0tCg~~. The slide presentation is also accessible at https://www.aaon.com/Investors.

A link to the recording of the webcast will be available at https://onecast.thinkpragmatic.com/ses/JFkp0YIojLjb6xj2VV0tCg~~ or https://www.aaon.com/Investors.

About AAON

AAON, Inc. is engaged in the engineering, manufacturing, marketing and sale of air conditioning and heating equipment consisting of standard, semi-custom and custom rooftop units, chillers, packaged outdoor mechanical rooms, air handling units, makeup air units, energy recovery units, condensing units, geothermal/water-source heat pumps, coils and controls. Since the founding of AAON in 1988, AAON has maintained a commitment to design, develop, manufacture and deliver heating and cooling products to perform beyond all expectations and demonstrate the value of AAON to our customers. For more information, please visit www.AAON.com.

Author Profile Photo

Jordan Williams

Jordan Williams is a multimedia journalist for NewsChannel 21. Learn more about Jordan here.

Comments

16 Comments

  1. These kind of out-of-state buy-outs always turn out swimmingly for the employees (and customers).
    Just ask everyone who has ever worked for or supported Bend Broadband or Les Schwab.

    1. I forget, what’s the tax again for Oregon based business earning over a million? Has to be a pretty penny for a locally owned Les Schwab to shell out seeing how it’s based on Gross sales and not net income. What’s the cost on 1 billion in sales? That’s what the state gov harvested from Schwabs for the mere privilege of having your headquarters in Oregon. So I sell a $100 tire and make $10, I pay tax on $100 , not $10. I can see why these business sell.

    2. I’ve worked for BendBroadband for more than 10 years. That includes several years under the Tykeson’s. I have no complaints with TDS. We have great benefits, good pay, and are treated fairly. They care about our “local” business efforts and strive for good customer service. I don’t understand the negative connotations.

    3. I do not see Oregon as a business friendly state and I would not be surprised if they moved the manufacturing to Texas,Florida or any ot her the other business friendly states.

          1. – oh my goodness, what a hoot? – that non realty was made up by the guilty parties, propagated by the Tucker crowd and completely and thoroughly debunked as a bunch of hooey – can’t believe that anyone fell for it initially, let alone is still flogging that dead (imaginary) horse – what exactly do you get out of such behavior?

            – your “research” methods need some serious work

          2. Easy google. Two thirds of Texas’ energy is natural gas and the systems froze. The wind and solar is just fluff especially during the winter months. Maybe you should redo your research methods.

          3. Yea, no. The gas turbines there weren’t hardened for cold weather. There was a report from the power reliability council several years ago about that, but it was ignored. The answer instead from TX regulators was to authorize “market pricing” for power, and when some folks got hit with multi-$1000 power bills, well, that’s capitalism and free enterprise.

    1. Yup. “Long term” in Wall Street business-speak means 6 months or so. After that, it’s a relentless drive for “efficiencies”. The founders that cashed out will be laughing all the way to the bank. The local workers that enabled their successful cash-out, too bad for them.

      1. new owners say what keeps the workers until they toss it up!!
        it’s all about the cha-ching.
        i am a capitalist so i get it, just wish they’d be more honest about it.

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