About This Deal

The Toro Company acquired The Charles Machine Works, Inc. (Ditch Witch) for $700 million announced; $685.0 million final purchase price (aggregate merger consideration after customary adjustments), a transaction completed in April 2019, structured as all cash (term-loan and revolver financed). The deal was a Merger.

The Charles Machine Works, Inc. (Ditch Witch) operates in Professional, is based in Perry, Oklahoma, United States, had revenue of about approximately $725 million (calendar year 2018). Announced February 15, 2019 and completed April 1, 2019, Toro acquired privately held The Charles Machine Works, Inc. of Perry, Oklahoma — parent of the market-leading Ditch Witch brand and other underground-construction brands (including HammerHead, American Augers, Subsite, Trencor and Radius). The agreed price was $700 million in cash, subject to adjustments; the aggregate merger consideration was finalized at $685.0 million in Toro's fiscal fourth quarter of 2019. Toro funded the deal with a $500 million senior term-loan agreement plus revolver borrowings. Charles Machine Works generated calendar-year 2018 revenue of about $725 million and makes horizontal directional drills, trenchers, utility loaders, vacuum excavators, asset locators, pipe-rehabilitation solutions and after-market tools.

The deal expanded Toro meaningfully in an adjacent underground-construction category it already knew through its specialty-construction business, targeting growth from aging infrastructure replacement and new infrastructure for next-generation technologies such as 5G.

Complementary underground/specialty-construction portfolios; shared innovation, brand and dealer-channel model Professional segment (Ditch Witch and related underground brands)

Deal Terms

Acquirer
The Toro Company
Target
The Charles Machine Works, Inc. (Ditch Witch)
Value
$700 million announced; $685.0 million final purchase price (aggregate merger consideration after customary adjustments)
Date
April 2019
Type
Merger
Status
Ready

Transaction Details

Target HQ
Perry, Oklahoma, United States
Segment
Professional
Structure
All cash (term-loan and revolver financed)
Target revenue
Approximately $725 million (calendar year 2018)
Announced
February 15, 2019
Closed
April 1, 2019

In Their Words

The addition of Charles Machine Works will further strengthen our portfolio of market-leading brands... it expands our business in a meaningful way in an adjacent category we know well... in a market that is attractive given the potential for growth in addressing both aging infrastructure... and new infrastructure... to support next generation technologies like 5G.Richard M. Olson, Chairman and CEO, The Toro Company

Advisors

Advisory firms were not disclosed for this transaction.

Related Deals & Entities

Sources: Press release ↗ · SEC filing ↗

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