UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
|
☐
|
|
Preliminary Proxy Statement
|
|
☐
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
☐
|
|
Definitive Proxy Statement
|
|
☐
|
|
Definitive Additional Materials
|
|
☒
|
|
Soliciting Material Pursuant to §240.14a-12
|
GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
☒
|
|
No fee required.
|
||
|
☐
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
||
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
☐
|
|
Fee paid previously with preliminary materials.
|
||
|
☐
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
||
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
|
(3)
|
|
Filing Party:
|
|
|
|
(4)
|
|
Date Filed:
|
|
(NYSE: BRSS)Investor PresentationApril 10, 2019
2 Transaction Wieland Group’s acquisition of Global Brass and Copper Price per share 100% of
company purchased for $44.00 per share Consideration The transaction is not subject to any financing conditions and Wieland Group has secured appropriate financing facilities Premium 27% premium to closing price on April 9, 201945%
premium to 90-day VWAP113% premium to 52-week high EBITDA multiple Represents a 9.6x 2018 Adjusted EBITDA multiple2 Timeline Anticipated closing in H2 2019 1VWAP calculated as 90 trading day volume weighted average price; 2Based on
2018 Adjusted EBITDA of $122mm; see page 10 for Adjusted EBITDA reconciliation Preliminary draft – for discussion purposes only Transaction highlights
Strategic rationale 3 Creates a leader in copper sheet, strip and brass products with global
footprint and diversity Enhanced product development and R&D capabilities to better serve attractive growth markets Improved global distribution network across North America and Europe to reach new opportunities High performance
operations with complementary manufacturing networks to leverage best practices Stronger platform to accelerate organic and inorganic growth Experienced and proven leadership to lead successful
integration 1 2 3 4 5 6 7 Complementary products across copper & copper alloy sheet, rod, tube and engineered as well as fabricated products to meet changing customer needs
Creating a global leader 4 Leading value-added converter, fabricator and distributor of
specialized non-ferrous products Outstanding metal expertise, broad product portfolio and effective, future oriented services ~1,900 employees worldwide servicing nearly 4,200 customers in 28 countries Founded in 1820, Wieland Group’s
success is based on the dedication and expertise of all of its ~7,000 employees worldwide Culture centered on product quality, outstanding service and continuous improvement Culture of excellence & innovation with emphasis on
continuous development of copper alloys, processes, and products Produces finished products from primarily recycled and processed scrap; leader in high performance alloys and lead-free metals with Eco Brass World class efficient
manufacturing processes; strong focus on recycled metals optimization
Broad and diverse product portfolios… 5 Products End-markets / shipments Copper/Brass
Rolled Sheet Aluminum Copper Brass rods Copper & brass sheet Ingot products Eco Bronze Copper foil Fabricated products Key industries:Building & HousingAutomotiveElectronicsMunitionsCoinage Key industries:Building &
HousingTransportationElectronicsIndustrial Machinery Key industries:Building & HousingAutomotiveElectronics Shipments: 256 mm lbs Shipments: 212 mm lbs Shipments: 135 mm lbs Key
industries:IndustrialAutomotiveElectronicsRefrigeration Shipments: 1,170 mm lbs BUExtruded Products BUEngineered Products BUThermal Solutions BURolled Products Copper strip Plated strip Multicore flat conductor
strips Copper sections Copper tubes Copper wire Low-finned tubes High-finned tubes In-stock heat exchangers Industrial slide bearings Slide bearings for combustion engines Copper rotors
Mexico Puerto
Rico USA …and complementary footprint 6 Complementary regions:North AmericaChina Singapore EuropeAsiaNorth America Complementary footprint provides Wieland a leading supply chain in diverse geographies GBC Wieland
Group Mexico China Australia India Europe Russia United
Kingdom Japan United States of America
Compelling strategic combination 7 90+ total manufacturing and distribution locations
worldwide Attractive positions in industries and channels worldwide Opportunities in global sourcingComplementary footprint – leveraging best practicesBalanced industry exposureEnhanced service quality to existing customer base High
performance operations Robust R&D and product development capabilitiesAttractive opportunities in growing verticalsEnhanced platform to support continued inorganic bolt-on growth Platform for growth to meet customers’ changing
needs
Expected transaction milestones 8 Expected timing Milestone April 10th, 2019 Deal
announcement H2 2019 Regulatory approvals H2 2019 Shareholder meeting to vote on transaction H2 2019 Expected transaction close
Appendix 9
EBITDA and Adjusted EBITDA Reconciliation 10 Note: refer to notes on the page following these
reconciliations EBITDA and Adjusted EBITDA Reconciliation
Notes for EBITDA and Adjusted EBITDA Reconciliation 11 Represents the loss on extinguishment of
debt and other expenses associated with our refinancing activities.Represents unrealized gains / losses on derivative contracts.Represents the impact of lower of cost or market adjustments to domestic metal inventory.Calculated based on the
difference between the base year LIFO carrying value and the metal prices prevailing in the market at the time of inventory depletion.Represents selected professional fees for accounting, tax, legal, and consulting services for merger and
acquisition activity. Preliminary draft – for discussion purposes only Notes for EBITDA and Adjusted EBITDA Reconciliation
Non-GAAP Financial Measures Discussion 12 Adjusted EBITDANet income attributable to Global Brass
and Copper Holdings, Inc. is the most directly comparable US GAAP measure to adjusted EBITDA. Adjusted EBITDA is defined as net income attributable to Global Brass and Copper Holdings, Inc., plus interest, taxes, depreciation and
amortization (“EBITDA”) adjusted to exclude the following:unrealized gains and losses on derivative contracts in support of our balanced book approach;unrealized gains and losses associated with derivative contracts related to energy and
utility costs;impact associated with lower of cost or market adjustments to inventory; gains and losses due to the depletion of a last-in, first out (“LIFO”) layer of metal inventory; refinancing costs; restructuring and other business
transformation charges;inventory step-up costs related to acquisition accounting;specified legal and professional expenses; and certain other items.We believe adjusted EBITDA represents a meaningful presentation of the financial performance
of our core operations because it provides period-to-period comparisons that are more consistent and more easily understood. We also believe it is an important supplemental measure that is frequently used by securities analysts, investors
and other interested parties in the evaluation of companies in our industry.Adjusted EBITDA is the key metric used by our chief operating decision maker (“CODM”) to evaluate segment performance in a way that we believe reflects our core
operating performance, and in turn, incentivizes members of management and certain employees. For example, we use adjusted EBITDA per pound in order to measure the effectiveness of the balanced book approach in reducing the financial impact
of metal price volatility on earnings and operating margins, and to measure the effectiveness of our business transformation initiatives in improving earnings and operating margins. However, our adjusted EBITDA may not be comparable to
similarly titled measures presented by other companies. In addition, it has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US
GAAP. Preliminary draft – for discussion purposes only Non-GAAP Financial Measures Discussion
Non-GAAP Financial Measures Discussion (cont.) 13 We compensate for these limitations by using
adjusted EBITDA along with other comparative tools, together with US GAAP measurements, to assist in the evaluation of operating performance. Such US GAAP measurements include operating income and net income. Preliminary draft – for
discussion purposes only Non-GAAP Financial Measures Discussion (cont.)
Additional Information Discussion 14 Additional Information and Where to Find It This communication
may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Wieland. In connection with the proposed transaction, the Company intends to file with the Securities and Exchange Commission (SEC) and
furnish to its stockholders a proxy statement and other relevant documents which will be mailed or otherwise disseminated to its stockholders when it becomes available. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors may obtain a free copy of the proxy statement (when
it becomes available) and other relevant documents filed by the Company with the SEC at the SEC’s Web site at http://www.sec.gov. The proxy statement and such other documents once filed by the Company with the SEC may also be obtained for
free from the Investor Relations section of the Company’s web site (https://ir.gbcholdings.com/) or by directing a request to: Global Brass and Copper Holdings, Inc., 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173, Attention:
Investor Relations. Participants in Solicitation The Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction.
Information about the Company’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 28, 2019, and the proxy statements for its 2019 annual meeting of stockholders, which
was filed with the SEC on March 29, 2019. Investors may obtain more detailed information regarding the direct and indirect interests of the Company and its executive officers and directors in the acquisition by reading the preliminary and
definitive proxy statement regarding the proposed transaction when it is filed with the SEC. When available, you may obtain free copies of these documents as described in the preceding paragraph.Forward-Looking StatementsCertain statements
contained in this document constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are
intended to be covered by the safe harbor provided by the same. When used in this presentation, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions are intended to
identify forward-looking statements. Statements regarding whether and when the proposed transaction will be consummated and the anticipated benefits thereof, among others, may be forward-looking. This presentation contains forward-looking
statements that involve risks and uncertainties concerning Wieland’s proposed acquisition of the Company, the Company’s expected financial performance, as well as the Company’s strategic and operational plans. Actual events or results may
differ materially from those described in this presentation due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that the Company may be unable to obtain required
stockholder approval or that other conditions to closing the proposed transaction may not be satisfied, such that the proposed transaction will not close or that the closing may be delayed; general economic conditions; the proposed
transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Company; the outcome of any legal proceedings related to the transaction; the occurrence of any event,
change or other circumstances that could give rise to the termination of the transaction agreement. For more details on these and other potential risks and uncertainties, please refer to the proxy statement when filed and the documents that
the Company files with the SEC on Forms 10-K, 10-Q and 8-K. All forward-looking statements speak only as of the date of this presentation or, in the case of any document incorporated by reference, the date of that document. The Company is
under no duty to update any of the forward-looking statements after the date of this presentation to conform to actual results, except as required by applicable law. Preliminary draft – for discussion purposes only Additional Information
Discussion