A binding merger agreement announced late last month unites the top two U.S. fly ash marketers and precast concrete stone veneer producers. Sydney-based Boral Ltd. will acquire Headwaters Inc. in a cash deal with enterprise value of approximately $2.6 billion; stockholders will receive $24.25 per share, a 21 percent premium to Headwater’s closing price leading into the merger proposal.
|DENVER TERMINAL PHOTO: Boral Material Technologies|
“This is a compelling transaction that delivers significant value to our shareholders. Headwaters and Boral both have outstanding teams, and share a common commitment to delivering a premier selection of high-quality products,” says Kirk Benson, chairman of South Jordan, Utah-based Headwaters. “We are looking forward to working with Boral to ensure a smooth transition for our stakeholders as we create one of the leading suppliers of building products and construction materials for infrastructure, new residential, repair and remodel, commercial and institutional construction.”
“This transaction is the result of significant evaluation and engagement between our companies,” adds Boral Chief Executive and Managing Director Mike Kane. “The businesses of Headwaters are highly complementary with Boral’s existing U.S. operations, and the transaction price reflects our belief that there is strong commercial rationale for combining the two portfolios.”
The combination spells an unrivaled presence in U.S. fly ash and veneer stone markets: Headwaters Resources and Boral Material Technologies have upwards of 50 locations coast-to-coast for processing and distributing Class F and Class C fly ash, along with other coal combustion products. On the strength of legacy brands Eldorado Stone and Cultured Stone, respectively, the Headwaters Stone and Boral Stone businesses have commanding positions in precast and natural stone veneer for residential and commercial applications.
The Boral and Headwaters boards unanimously approved the acquisition and merger plan, which is subject to customary closing conditions, including Headwaters’ shareholder and regulatory approvals. Officials project a mid-2017 closing.
Ash contracts position Charah for Great Lakes MARKET stake, VHSC joint venture
Louisville, Ky.-based Charah Inc., the largest privately-held coal combustion products (CCP) management operator in the U.S., and VSHC Holdings LLC, The Woodlands, Texas-based cementitious materials processor, will market fly ash from NRG Limestone, a generating station with upwards of 500,000 tons per year output. Fuel and related changes at the Jewett, Texas, facility will see a switch from Class F to Class C fly ash production in early 2017.
Charah and VHSC’s CV Ash joint venture will offer specification grade material to Southwest region concrete producers. VHSC will continue to apply its patented process to mill additional concrete and construction materials, including PozzoSlag 1.2, a Class F fly ash-derived binder matching performance requirements of ASTM C989 Standard Specification for Slag Cement for Use in Concrete.
The CV Ash chartering dovetails a long-term agreement under which Charah will manage and market CCP from Dynegy Inc. generating stations in Moscow (Zimmer Power) and North Bend (Miami Fort), Ohio, and ship Class F fly ash by truck or rail to Ohio, Indiana, Kentucky, Michigan and Pennsylvania ready mixed and manufactured-concrete producers. The company will also market the stations’ bottom ash and contract for other material handling at each.
“This agreement will help move [us] toward 100 percent beneficial re-use of our byproducts,” says Dynegy Manager of Byproducts and Reagents Todd Stinson. “Charah’s presence in the Ohio River region and broad terminal network will be a major factor of achieving this goal.”
“We believe our innovative solutions and superior service will continue to pay dividends for utility partners and their consumers. Furthermore, we will be able to ensure a steady and reliable supply of ash for concrete producers during a time of substantial change in the utility industry,” adds Charah CEO Charles Price.