Thanks for standing by. My name is Mandeep and I will be your conference operator today. At this time, I would like to welcome everyone to the Resideo acquisition of Snap One Conference Call. [Operator Instructions]
I would now like to turn the conference over to Jason Willey, Vice President of Investor Relations. You may begin.
Good morning, everyone, and thank you for joining us for a discussion of Resideo's acquisition of Snap One.
On today's call will be Jay Geldmacher, Resideo's Chief Executive Officer; Tony Trunzo, our Chief Financial Officer; Rob Aarnes, President of Resideo's ADI Global Distribution business; and Tom Surran, President of our Products and Solutions business.
A copy of the transaction announcement release and related slides are available on the Investor Relations page of our website at investors.resideo.com (sic) [ investor.resideo.com ].
We would like to remind you that this morning's presentation contains forward-looking statements. Statements other than historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties.
Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Resideo's filings with the Securities and Exchange Commission.
The company assumes no obligation to update any such forward-looking statements. We identify the principal risks and uncertainties that affect our performance in our annual report on Form 10-K and other SEC filings.
With that, I will now turn the call over to Jay.
Thank you, Jason, and good morning, everyone. We appreciate you joining on short notice. I'm extremely excited about our announcement this morning that Resideo has reached an agreement to acquire Snap One, a leading player in smart living products and distribution.
This is a significant next step in the ongoing transformation of Resideo into a higher-growth, higher-margin business, serving our core customers and channels. We believe this acquisition squarely ticks all of these boxes.
The transaction enhances the Resideo value proposition across our business. The combination better positions the business in attractive growth adjacent categories, adds new proprietary products and services and broadens ADI's customer base with the addition of Snap One's integrators. Together, we will have a strong presence in security, audiovisual and smart living products and distribution serving residential and commercial markets.
Both Resideo and Snap One share a strong culture of innovation and employee bases dedicated to supporting their integrators and driving value in the markets where they operate. We see significant benefits for integrators in the combined businesses with a wider selection of third-party and proprietary products, access and enhancements to support services and rapid product fulfillment through a comprehensive branch footprint and strong digital capabilities.
All of this creates an attractive financial profile that we expect to be accretive to revenue growth, margins and non-GAAP EPS for Resideo. This is supported by $75 million of identified synergies, which Tony will discuss in more detail later in the call.
On Slide 5, we outline the key transaction details. At $10.75 per share, the deal values Snap One at approximately 7.4x 2023 adjusted EBITDA inclusive of expected synergies. We will have ample liquidity upon closing based on the committed financing for the transaction, which includes a $500 million convertible preferred stock investment from Clayton, Dubilier & Rice. This investment is a testament to the strategic and financial merits of this acquisition and to the strategic opportunities in front of us.
By structuring the financing this way, we preserve ample financial flexibility as we continue to transform and optimize our portfolio. We appreciate CD&R's partnership in this deal and confidence in Resideo. In terms of timing, both companies' Boards have approved the transaction, and Hellman & Friedman, which holds approximately 72% of Snap One's outstanding shares, has given written consent for the transaction. We are targeting the transaction to close in the second half of this calendar year.
I'll now turn the call over to Rob Aarnes, President of ADI, to talk in more detail about the significant value creation opportunities that we see from the transaction.
Thanks, Jay. Turning to Slide 6 for an overview of Snap One. Over a 20-year history of innovation and growth, Snap One has established itself as a leader in the development and delivery of smart living products and solutions, including its proprietary Control4 and OvrC platforms. They've built a loyal base of 20,000 professional integrators, which they serve through a strong e-commerce platform and a large network of physical locations.
Their products include leading third-party brands and a large offering of award-winning proprietary products that make up approximately 2/3 of their sales. This includes products in home automation, entertainment, audio, networking, lighting and more.
Turning to Slide 7. We see multiple levers for stakeholder value creation that makes the combination so compelling. We will walk you through several of these on the following slides.
The highly complementary nature of the 2 businesses creates opportunity to elevate Resideo and specifically ADI's position in the market across multiple attractive growth categories. Combined, we will serve integrators through omnichannel capabilities, spanning extensive physical locations and establish e-commerce capabilities and support of platforms.
From a product standpoint, customers and integrators will have an expanded breadth of solution, encompassing over 1,000 third-party suppliers and a large and broad selection of innovative proprietary products. These complementary capabilities are a few of the many opportunities we see to drive enhanced customer value shown on Slide 9.
It begins with the opportunity to expand sales through categories core to each business across security, life safety, entertainment and home automation controls. Within each of these categories, we see opportunities to expand our reach to residential and commercial channels. This means, the potential to leverage ADI's capabilities serving commercial markets with Snap One's strong position across its residential-focused integrators.
The combination will offer the ability to expand the Snap One, OvrC support platform to a broader integrator base and enhance value within the Control4 integrator base through increasing service levels, rapid product fulfillment and the expansion of exclusive product offerings from Resideo.
All of this is enhanced by the ability to increase customer access and availability to innovative products and services through omnichannel capabilities. This will include a large network of physical locations along with extensive e-commerce and digital capabilities.
We see significant opportunities from providing broader availability of Snap One's proprietary products through ADI's network of commercial and residential integrators. This fits squarely with one of our key strategic initiatives of expanding the mix of exclusive brand products. In addition to driving customer loyalty, these proprietary products typically generate significantly higher gross margins compared with third-party products.
Before I turn it over to Tony to walk through the financial opportunities for Resideo, I want to express my excitement for joining forces with the Snap One team, and the opportunities it will create for our combined integrator partners as we continue to grow our capabilities together.
Thanks, Rob. Turning to Slide 11, we outlined a significant financial synergy opportunity we see with this combination. We have identified $75 million of annual run rate synergies by the end of year 3. This number includes a combination of cost reductions across corporate and business functions, optimization of physical locations and assets, supply chain and sourcing efficiencies.
As we integrate the business, we also intend to pursue opportunities to drive incremental sales and margin above what is outlined here today.
As you can see on Slide 12, the 2 businesses together are value-enhancing across a number of financial metrics. We expect the transaction to be accretive to ADI's and Resideo's overall growth rate from the faster-growing category Snap One operates in.
We also see a significant step-up in gross margin as well as higher EBITDA margin through the combination of the 2 businesses before taking into account the significant synergies we just outlined.
With our financing for the deal and the expectation of continued strong cash generation for Resideo as a whole, we estimate we will exit 2024 with net leverage of approximately 2.2x. We specifically structured the financing for this transaction to allow ample flexibility to continue to execute on the strategic value-creating opportunities we see, particularly in our Products & Solutions business.
We are excited to have CD&R as a partner in this journey and expect that over time, the financial and strategic impact of the combined ADI and Snap businesses will add significant value for Resideo shareholders.
As mentioned in today's press release, we expect to announce our full first quarter results on May 2. We currently expect first quarter revenue to be at approximately the midpoint of our previously announced outlook, with first quarter adjusted EBITDA expected to be above the midpoint of our previously announced outlook.
I will now turn the call back over to Jay for a few concluding remarks.
Thanks, Tony. This is a highly strategic acquisition for Resideo. We are extremely excited to bring on board Snap One's highly talented team and build upon the strong position the company has established in the smart living market.
The combination is complementary across products, channels and customer bases, and creates a stronger player in multiple attractive categories. It will provide both revenue and gross margin accretion, and we are confident this will translate into significant value creation that will benefit all key stakeholders.
This transaction is an important step in our ongoing transformation that builds upon the portfolio and operational optimization work we have executed across Resideo over the past 4 years.
Our work to date and the opportunities we see in front of us position Resideo to deliver higher long-term sustainable revenue growth and drive continued margin expansion and cash flow improvement. We look forward to officially welcoming Snap One team to Resideo.
With that, we are now ready for questions.
[Operator Instructions] And your first question comes from the line of Cory Carpenter with JPMorgan.
I have a couple. I'll start with one and then maybe a follow-up. For Snap One, the recurring revenue software was certainly a big priority for them. This year, they just announced the launch of a few products last quarter. Curious, how you think about that opportunity and perhaps to roll it out more broadly across your products?
Rob. Why don't you take that, Rob?
Yes. Cory, great question and certainly an area of focus for us as we've been engaged in the Snap team over the last few months. We think their new Control4 Assist and Control4 Connect service offerings are -- represent a large potential to -- or meaningful potential to actually improve service levels once the integrations happen. And it's something we'll continue to explore with them in terms of how we both scale going forward as well as make those services retroactive.
Cory, it's Tony. I'll just add on to that. Those 2 platforms and the recurring revenue opportunity here are part and parcel to the comments that we've made about this being a category that we think has structurally higher growth than some of the other categories that we're in.
And we think that over time, they will be significantly value-adding and helps to accelerate the growth. They're an important part, obviously, of the Snap One and Control4 ecosystems.
Great. And then just for a quick follow-up. Just curious as we think about Snap One's product portfolio, it sounds like largely complementary. But is there any overlap kind of with your products and solutions business today? And if so, how do you plan on addressing that?
Rob and Tom?
This is Tom. There is a small amount of overlap, and I don't see that being -- it's small enough and not to be problematic. And I think that where the overlap does occur, there's -- the products they have are from third parties and they'll be replaced with the residual offerings over time.
Again, Cory, it's Tony. I think one of the really powerful parts of this transaction is the fact that these businesses are directly adjacent to each other, both with respect to the distribution pieces and with respect to the product pieces of the business. There's not a lot of overlap. There's also not a lot of daylight between the 2 portfolios.
So the opportunity for us to generate more leverage out of those product combinations is probably a bigger driver here than whether there are products that we would -- that would overlap that we would move one way or another.
Our next question comes from the line of Ian Zaffino with Oppenheimer.
This is Isaac Sellhausen on for Ian. Congrats on the deal. The previous outlook you gave during 4Q earnings for ADI sales in the core commercial categories to be up low single digits, does this change the growth outlook at all for the year and maybe in the near term? And maybe if you could touch on some of the categories that would support that potentially higher growth?
So I'll take that, and Rob may want to add in. But our outlook for the year -- so you have to remember the significant majority of ADI's business is commercial, and it's driven by -- this is another one of the complementary areas of the business.
For the last number of years, we've been growing and building out our presence in the residential AV market, and Snap One has been investing in the security market. The outlook we provided for this year contemplated a pretty quiet start to the year, in particular, with respect to the commercial security business. I don't think that's necessarily changed. And in the short term, I don't think this transaction is necessarily going to have an effect on that.
Over the longer term, one of the things that we've observed is our top-end integrators and Snap One's top-level integrators are really sort of beginning to converge and they're beginning to offer each other's products in a way that we think, again, this combination can help to leverage both for the benefit of us, but also, frankly, for the benefit of the integrators.
Sorry, go ahead.
No, I was just going to say, Ian, that I think this is more about -- there's a lot about what Tony said, obviously, about scale. And as we think about the current macro conditions, we have the ability to take, especially their proprietary product line into more locations, exposure to more customers, more integrators on the ADI side as well as international scale capabilities.
And then when I look at those integrators, there's a very, very small amount of overlap there. So many opportunities to expose their product line to customers that don't have that exposure necessarily today.
This is Jay. I would agree exactly what Rob just said as well as Tony. But the proprietary products, which you'll hear us talk a lot more about really is, I think, a significant opportunity here as part of this expansion. Because if you look -- was it 2/3, Rob, of Snap's businesses, their proprietary products where, in your case, it's a pretty small percentage. So the opportunity there for expansion across what ADI has today is significant as well as, of course, that's very impactful from a margin expansion standpoint.
Okay. That's very helpful. And then just a quick follow-up on the synergies. The $75 million that you target, maybe if you could help us understand the breakout between the maybe real estate consolidation and overhead efficiencies? And then if anything, are there any potentially higher portion of synergies in either of those buckets?
Yes. So it's Tony. I'll take that one. The synergies that we've outlined today, the preponderance of them are on the cost side of the business, everything -- ranging everything from public company costs, which are easily achievable in the short term, too, as you referenced, optimization of both the physical branch network as well as the distribution centers.
Those kinds of things will take a little bit more time. That's why when you look at the ramp, you see a nice ramp in the first year. It flattens out a little bit in the second year. And then you see a substantial ramp in the third year. I'll call out that these synergies do not -- the synergy number does not anticipate any revenue synergies.
That is -- I want to be clear, we have not -- we've not assumed that from the standpoint of challenging the team. The team expects to drive revenue synergies because of the adjacencies of the 2 businesses that I just described.
But primarily, you're going to see -- yes, you're going to see the more straightforward cost savings come in the very early stages. And then some of the more complex ones that require some planning will -- you'll start to see those show up in year 2 and particularly in year 3.
Yes. I think Tony hit that right on the head. And I'd just add, there's also supply chain opportunities there, too, as part of the synergies.
That concludes our Q&A session. I will now turn the conference back over to Jason Willey for closing remarks.
Thank you again to everyone for joining this morning, and we look forward to talking with you in a few weeks around our Q1 results. And in the meantime, if you have any more questions related to the transaction, please feel free to reach out. Thank you, and have a good rest of your day.
This concludes today's conference call. You may now disconnect.
