New York – July 22, 2022 – Cooley advised affiliates of Fernweh Group on its definitive agreement with AZZ. Lawyers Ian Nussbaum and Bill Roegge led the Cooley team advising Fernweh.
On June 23, Fernweh and AZZ jointly announced their entry into a definitive agreement in which AZZ will contribute its AZZ Infrastructure Solutions segment (AIS) to AIS Investment Holdings (the AIS JV) and sell a 60% interest in the AIS JV to a controlled affiliate of Fernweh at an implied enterprise value of $300 million. The valuation represents approximately 8.1 times AIS' last 12 months' adjusted earnings before interest, taxes, depreciation and amortization (to February 28, 2022) of roughly $37 million, and is expected to result in cash proceeds to AZZ of approximately $228 million, which will be funded by committed debt and equity financing.
Under the terms of the transaction, the AIS JV will be governed by a board with three representatives from Fernweh and two representatives from AZZ upon closing. After the close of the transaction, affiliates of Fernweh will own 60% of the AIS JV, and AZZ will own the remaining 40%.
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