Executing a Division Carve-out at Lehigh Hanson
Lehigh Hanson’s Building Products division, a US and Canadian manufacturer of pipes, bricks, bridges and other infrastructure materials, was not considered a core business by its Germany-based parent company, Heidelberg Cement. When Heidelberg decided to carve out Building Products in order to take it public or sell the company, it sought help to prepare the carve-out financial statements for the potential IPO or sale while allowing the team to maintain focus on its daily responsibilities.
Our support contributed to the successful and timely sale of the carve-out company to a private equity buyer and set up the successor company for success by assisting with standing up the accounting and finance function after the transaction.
How We Helped
Riveron was initially engaged to convert the financial information from IFRS to US GAAP and to prepare the carve-out financial statements for applicable periods required for the IPO for Building Products. As part of this work, we prepared carve-out books and records. This required us to allocate appropriate costs to the carve-out entity from the shared services environment and create financials for the entity that was previously embedded in the other business units. We provided audit support, loaded historical adjustments into the company’s ERP system, and prepared the financial information for the forms needed for SEC filings. In advance of the filing, we also prepared pre-clearance requests to the SEC on behalf of the company.
In addition to carve-out accounting and financial statement preparation, our scope was expanded to include separation project management and sell-side data room support. We created a “single source of truth” for all financial information, updated it continually throughout the sale process, and eventually managed the financial information and model used during the negotiation of the purchase price. Additionally, during the process, Heidelberg decided to include its UK building products subsidiaries in the transaction. We continued to lead the carve-out procedures while coordinating with Lehigh Hanson UK for the applicable information required to consolidate that entity into the transaction.
When the company sold Building Products to a large private equity firm, we coordinated the audit, drafted financial statements, and coordinated the Form S-1 filings for three pre-effective amendments throughout the sale process, encapsulating a true dual-track process. Following the sale, we managed the separation from Heidelberg, including the cutover and preservation of historical financial information; design and implementation of new corporate finance and accounting processes; and training for the successor management team on the new procedures. Additionally, we designed processes for KPI reporting and supported the newly carved-out company with working capital finalization and transition from the TSA.
Our support throughout the process contributed to the successful and timely sale of the carve-out company to a private equity buyer. In addition, we helped position the new company for success with the stand-up of a comprehensive accounting and finance function. Following the success of this engagement, Riveron has continued to partner with Lehigh Hanson and Forterra, its successor company, on many other projects, including an eventual IPO.