Georgia-based auto-parts supplier Fox Factory Holding Corp. said Feb. 12 that subsidiary Fox Factory Inc. has agreed to acquire 100% of SCA Performance Inc., an original equipment manufacturer for light-duty trucks and sports utility vehicles, for $328 million, exclusive of vehicle inventory.
In addition to the transaction amount, Fox Factory said it has also agreed to an additional $13 million of contingent, performance-based retention incentives for SCA, payable over the next two years.
Fox Factory will acquire SCA from Southern Rocky Holdings LLC, a portfolio company of Kinderhook Industries LLC. The company said it will fund the deal through an expanded and syndicated credit facility led by Bank of America.
SCA, which is based in Trussville, Ala., operates three aftermarket brands: SCA Performance, Rocky Ridge Trucks and Rocky Mountain Truckworks.
Fox Factory said SCA's brands would broaden and diversify its range of aftermarket vehicle offerings as well as its North American geographic manufacturing footprint.
The company will merge SCA into its Tuscany business as part of its branded portfolio of premium products.
Fox Factory said the acquisition will be accretive to its fiscal 2020 financial results, and it now expects its financial results for the fourth quarter and full fiscal year 2019 to be slightly above its previous outlook.
"Additionally, this acquisition creates an opportunity to add Fox products, including lift kits and suspension components, to SCA's vehicles," Fox Factory said.
It expects SCA's contribution to be in the range of $83 million to $89 million of sales, $22 million to $24 million of adjusted EBITDA and 15 cents to 17 cents of adjusted diluted EPS in fiscal 2020.
The deal is expected to be completed in the first quarter of fiscal 2020, subject to customary closing conditions.
Jefferies LLC acted as Fox Factory's financial adviser, while Squire Patton Boggs LLP acted as its legal adviser.