THOR Industries Acquires Airxcel

ELKHART, Ind., Sept. 1, 2021 /PRNewswire/ — THOR Industries, Inc. (NYSE: THO) announced it has acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”) with the transaction closing effective September 1, 2021. Airxcel manufactures a comprehensive line of high-quality RV products which they sell to original equipment manufacturers (OEMs) as well as consumers via aftermarket sales through dealers and retailers.  The purchase price is $750 million, subject to standard post-closing adjustments, and was funded through a combination cash-on-hand and $625 million from THOR’s expanded Asset-Based Credit Facility (ABL).

Financial Highlights

• Airxcel generated annual pro forma revenue of approximately $680 million
• The purchase price is approximately 7.6x estimated, adjusted EBITDA for calendar year 2021
• Approximately 80% of Airxcel’s revenues are from OEM sales with the remaining 20% from aftermarket sales
• Approximately 30% of Airxcel’s OEM revenues were generated from sales to subsidiaries of THOR Industries, Inc.
• The acquisition is consistent with THOR’s long-term strategic growth plan to grow sales and enhance consolidated gross margins
• The acquisition is expected to be accretive to THOR’s fiscal year 2022 earnings

Transaction Benefits

The acquisition of Airxcel by THOR provides significant long-term, strategic benefits to THOR, including:

• Strengthening the THOR and broader RV supply chain
  • With increased investment, Airxcel will be an even more reliable supply partner to the RV industry expanding its offering of functionally critical components
• Diversifying and growing THOR’s revenue streams with enhanced gross margin, particularly in the aftermarket business
  • With revenue from both OEM and aftermarket sales, Airxcel’s businesses diversify THOR’s existing revenue streams and gross profit mix
  • Broadening of THOR’s product offerings to the RV aftermarket, a growing and recurring revenue stream that benefits from enhanced gross margins
• Expanding THOR’s Innovation Focus
  • Acquisition will allow for even closer collaboration between OEM customers of Airxcel on new, innovative products and features desired by RV OEM manufacturers, RV dealers and end consumers
• Opportunity to Enter New Product Segments with THOR Investment
  • Potential to expand Airxcel’s supply chain business in North America and Europe over time to meet increased RV OEM and aftermarket demand

Overview of Airxcel

Airxcel manufactures and sells a comprehensive line of functionally critical, branded products to the RV industry including:

• Coleman-Mach rooftop air conditioners, heat pumps, thermostats and accessories
• Suburban furnaces, water heaters and cooking appliances
• MAXXAIR ventilation solutions
• Aqua-Hot hydronic heating systems
• Dicor roofing products, sealants, coatings, wheels and more
• Vixen Composites fiberglass reinforced plastic and custom composite panels
• CAN Italian cooking appliances, sinks and accessories
• Cleer Vision windows and tempered glass
• MCD roller shades
• United Shade window shades

Airxcel began in 1991 as a divesture of the Coleman RV Air Conditioner division. The company has continued to grow through innovative product development, market expansion, and strategic acquisitions. The Airxcel RV Group provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window covering, side wall, and roofing materials under the current brands: Aqua-Hot, CAN, Coleman-Mach, Dicor Products, United Shade, Vixen Composites, Maxxair, MCD, and Suburban. Airxcel’s employees are based in five facilities across the U.S. and in Italy, where they design, manufacture, and distribute products all over the world. For additional information, please visit: www.Airxcel.com.

“We are excited to welcome Airxcel to the THOR Industries family. Airxcel has been a long-time business partner to THOR and the RV industry, supplying some of the highest-quality products over decades to the RV industry. There were a number of factors that made this acquisition a compelling and timely fit for THOR, including (i) the strength of their management team and dedicated workforce, (ii) the quality of their products and reputation for innovation, (iii) the long-standing relationships with both OEM and aftermarket customers and, (iv) in the face of so many supply chain challenges over the past year, the ability to invest in the growth of a key supplier for THOR and the RV industry both in North America and Europe. We believe the long-term growth potential for the RV industry remains very positive, and this acquisition reflects our confidence that the RV industry will continue to grow. Airxcel will operate independently in THOR’s decentralized business structure, and we will govern this business much like we have managed our Postle Aluminum supply company post acquisition. Airxcel will operate at arm’s length from THOR’s RV OEM companies and will sell to the various THOR brands as they would any other OEM in the RV industry. Importantly, the current management team at Airxcel will continue operating the business and serving their diverse customer base while gaining access to the financial strength of THOR to support their growth,” said Bob Martin, President and CEO of THOR Industries.

“We have had a long history as a key supplier to the RV industry and to THOR and its many brands specifically, and we are excited to become part of the THOR family of companies,” said Airxcel’s CEO Jeff Rutherford. “Under THOR’s ownership, Airxcel will continue its long-standing relationship with manufacturers and aftermarket providers throughout the RV industry without interruption, while continuing to develop, manufacture and sell high-quality, innovative RV product solutions,” concluded Rutherford.

Transaction Financing

Thor funded the acquisition of Airxcel from a combination of cash on-hand and its ABL facility.  In conjunction with the Airxcel acquisition, THOR expanded its Asset-Based Credit Facility from $750 million to $1.0 billion under favorable terms for THOR. “Consistent with our stated capital allocation priorities, we expect to remain focused on paying down our outstanding debt balances from future net cash generated from operations,” said Colleen Zuhl, THOR Industries’ Senior Vice President and Chief Financial Officer.

Supplemental Materials

THOR Industries has provided a presentation relating to its acquisition of Airxcel on its website. To view these materials, go to http://ir.thorindustries.com.

About THOR Industries, Inc.

THOR Industries is the sole owner of operating subsidiaries that, combined, represent the world’s largest manufacturer of recreational vehicles. For more information on the Company and its products, please go to www.thorindustries.com.