Update 6/11/21 – Clearlake Capital, Janus International and Juniper Industrial Holdings have completed their planned merger. The combination was approved at Juniper’s stockholders meeting on June 3 and closed four days later. Janus began trading on the New York Stock Exchange (NYSE) on June 8. Clearlake, which acquired Janus in 2018, remains its largest shareholder, according to a press release.
“The completion of this transaction and our listing on the NYSE signifies a tremendous milestone for Janus as we continue executing on our compelling growth plans,” Jackson said. “Our industry is at a critical juncture as our customers begin modernizing and adopting our technologies, and invest in upgrading existing and new facilities. We are fortunate to have had Clearlake’s support and their technology and building-products expertise over the last several years as we built new software-based solutions and closed on several accretive acquisitions.”
“We are equally as excited to welcome the Juniper team, who I view as the perfect partners to help us and Clearlake drive the next chapter of growth for our company,” Jackson added. “Finally, I want to recognize the accomplishments of the broader Janus team, as I could not be prouder of our management team and employees for consistently executing and offering our customers the best solutions in the industry.”
Janus now serves more than 10,000 global customers, providing solutions that address unique and growing market needs, including its proprietary Nokē access-control solution.
“Since our initial investment, Janus has executed on its growth strategy and developed game-changing technology solutions that the industry cannot ignore,” Feliciano and Leonard said in a joint statement. “We are excited to continue as significant stakeholders in Janus and support the company through our ‘Operations, People and Strategy’ playbook. Together with Juniper, we believe Janus is uniquely positioned to drive considerable additional stakeholder value, and look forward to our continued partnership.”
Morgan Stanley & Co. LLC is acting as financial advisor to Janus. UBS is acting as financial and capital-markets advisor as well as placement agent to Juniper. Moelis & Co. LLC is also acting as financial advisor to Juniper.
1/4/21 – Janus International, a global manufacturer and supplier of building components and security technology for the self-storage industry, will go public after a planned merger with Juniper Industrial Holdings Inc., a publicly listed special-purpose acquisition company (SPAC). Janus will continue to operate under its brand name and be listed on the New York Stock Exchange under the symbol “JBI.” The pro forma implied enterprise value of the company is $1.9 billion, with an anticipated capitalization of $1.4 billion once the merger closes, according to a press release.
The deal will be financed through $348 million of cash held in Juniper’s trust account and a $250 million PIPE (private investment in public equity) transaction, which includes investments by Baron Capital Group, Fidelity Management & Research Company LLC and members of Juniper’s board of directors. Existing Janus shareholders are expected to own approximately 51 percent of the company at closing, while Juniper founders are expected to own about 5 percent, the release stated.
“Over the last five years at Janus, we have nearly doubled our revenue, and we expect to continue showing strong organic growth in the future as a public company,” said Janus CEO Ramey Jackson, who will continue to lead the company. “We are thrilled to be going public at this watershed moment in the industries we serve, where existing infrastructure is either sold out or requires extensive upgrades.”
Janus has focused heavily in recent years on refurbishing aging self-storage facilities. The company estimates that 60 percent of storage properties are more than 20 years old. It’s also invested resources in access-control technology including smart locks. Going public will improve the company’s capital structure and enhance future growth, Jackson told “Forbes” magazine. In the last three years, Janus revenue has grown 92 percent. It projects a three-year-forward organic growth rate of about 10 percent, Jackson said.
“We are enthusiastic about Janus’ future prospects and believe the company will be able to accelerate its compelling growth plans as a public company,” according to a joint statement made by José E. Feliciano, chairman of the Janus board of managers and a managing partner at Janus parent company Clearlake Capital Group LP, and Colin Leonard, partner at Clearlake. “Janus has an unparalleled position in the products and technologies it offers to the self-storage and industrial sectors, which are experiencing significant tailwinds. We are excited to continue supporting Ramey and his team while leveraging the experience of our new partners at Juniper to expand Janus’ access-control solutions, technology offerings and inorganic growth plans.”
Feliciano will remain board chair, and Scott Sannes will continue in his role as chief financial officer. Additional board members include Juniper CEO Brian Cook, Janus founder David Curtis and Juniper chair Roger Fradin, among others.
Board members at Janus and Juniper unanimously approved the merger, though the transaction is still subject to approval by Juniper shareholders and customary closing conditions.
Headquartered in Temple, Ga., and founded in 2002, Janus sells roll-up and swing doors, hallway systems, and re-locatable storage units. Its technology division helps self-storage operators automate facility operation, improve security and create a more convenient customer experience, the release stated. It operates 10 U.S. locations as well as manufacturing facilities in Europe and Mexico. Janus is owned by Clearlake, a California-based private-equity firm.
As a SPAC, Juniper targets companies in the “industrials” sector, according to the release. It was formed to pursue mergers, capital stock exchanges, acquisitions, stock purchases or reorganizations with one or more businesses. It was founded by veterans of Honeywell International Inc., a multi-national conglomerate with interests in several industries including aerospace and building technologies.
Sources:
Yahoo Finance, Clearlake Portfolio Company Janus International to List on New York Stock Exchange through Business Combination with Juniper Industrial Holdings
Forbes, Self-Storage Door Maker Janus International to Go Public in $1.9 Billion SPAC Merger
Business Wire, Clearlake Portfolio Company Janus International Group Announces Completion of NYSE Listing through Business Combination with Juniper Industrial Holdings
