AAON, INC. acquired BasX Solutions (BasX, LLC) for $100 million cash at closing, plus up to $80 million in contingent common-stock earn-outs (2021–2023), plus $22 million for related real estate, a transaction completed in December 2021, structured as combination (cash + contingent equity).
BasX Solutions (BasX, LLC) operates in Data center cooling / cleanroom / custom HVAC, is based in Redmond, Oregon, USA, had revenue of about Approximately $70 million (2021 expected), mid-to-high double-digit EBITDA margin. AAON acquired 100% of the equity interests of BasX, LLC (dba BasX Solutions), headquartered in Redmond, Oregon, via a membership interest purchase agreement. BasX designs, engineers and manufactures custom, high-efficiency cooling solutions for the hyperscale data center market, plus cleanroom systems for bio-pharmaceutical, semiconductor, medical and agriculture customers, and custom air handlers and modular solutions. It operated a ~200,000 sq ft plant and was expected to realize roughly $70 million of revenue in 2021 with a mid-to-high double-digit EBITDA margin. A related $22 million real estate purchase from affiliate BasX Properties, LLC was expected to close by the end of Q1 2022.
AAON cited exposure to attractive high-growth end-markets (data center and cleanroom) where it had minimal prior presence, highly engineered customized products, high barriers to entry, accretion to organic growth (BasX had a five-year sales CAGR of 45% and a robust backlog), and anticipated revenue and cost synergies.
High barriers to entry, blue-chip customer concentration acting as a moat, 45% five-year sales CAGR, and a robust backlog supporting future growth. Cross-selling across geographies, procurement of materials/components, productivity from shared best practices, vertical integration, and R&D synergies. BasX operates as an AAON subsidiary (BasX, Inc.) retaining its Redmond, Oregon operations. Earnings call following the close: "million from $115.8 million. Organic volume growth contributed approximately 21.3% to net sales, and the acquisition of BasX Solutions contributed 18.1%, with the remainder coming mainly from price increases. A record backlog at the beginning of the quarter, along with improved production rates, drove the robust volume growth. Record production rates in the first quarter reflect an easing of supply chain issues, greater production capacity, and strong performance from our operational team. Our gross profit increased 38.9% to $46.1 mil"
This is a significant milestone in our Company's history, and we are pleased to formally welcome the BasX Solutions family to AAON. Strategically, this acquisition provides AAON with an immediate presence in the high-growth data center and cleanroom markets, both of which the Company has historically had minimal exposure. The growth and profitability fundamentals of these new markets are very compelling, and we are eager to leverage the BasX platform with our financial strength and manufacturing capacity to drive accelerated share gains.Gary Fields, President and CEO, AAON
Advisory firms were not disclosed for this transaction.