8-K - SSD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2021

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13429	94-3196943
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

5956 W. Las Positas Boulevard, Pleasanton, CA 94588

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (925) 560-9000

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SSD	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On December 29, 2021, Simpson Manufacturing Co., Inc. (the “Company”) issued a press release announcing its entry into a binding offer to acquire the ETANCO Group (the “Acquisition”), a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

As part of this press release, the Company announced that it will hold an investor call and webcast on Tuesday, January 4, 2022 at 11:00 a.m. Eastern Time to discuss the Acquisition. Ahead of this call the Company is also making available on its website an investor presentation which will be discussed on the call and which is filed as Exhibit 99.2 hereto.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2 furnished herewith, contains “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. It should be read in conjunction with the “Safe Harbor” statement contained in the Investor Presentation, the risk factors included in the Company’s periodic reports filed with the Securities and Exchange Commission and the other public announcements that the Company may make, by press release or otherwise, from time to time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated December 29 , 2021
99.2	Simpson Manufacturing Co., Inc. Investor Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Simpson Manufacturing Co., Inc.
		(Registrant)
DATE:	December 29, 2021	By	/s/ Brian J. Magstadt
			Brian J. Magstadt
			Chief Financial Officer

exhibit991-pressrelease1

1 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE SIMPSON MANUFACTURING CO., INC. ANNOUNCES BINDING OFFER TO ACQUIRE ETANCO GROUP  Submits binding offer to acquire leading European building product solutions company, for purchase price of €725 million (approximately $818 million(1))  Expands market position, geographical reach and portfolio of building solutions in Europe  Provides entry into new commercial building markets  Expected to be accretive to earnings within first full fiscal year after closing Pleasanton, CA – December 29, 2021 – Simpson Manufacturing Co., Inc. (the “Company” or “Simpson”) (NYSE: SSD), an industry leader in engineered structural connectors and building solutions, announced today that it has submitted a binding offer with exclusivity to acquire the Etanco Group (“Etanco”) for €725 million (approximately $818 million(1)). Etanco is a leading designer, manufacturer and distributor of fixing and fastening solutions for the building construction market throughout Europe, which includes innovative fasteners, connectors, anchors and safety solutions for roofing, cladding, façade, waterproofing and solar applications. For the twelve months ended September 30, 2021, Etanco’s net sales and operating income margin were approximately €258 million(2) (approximately $291 million(1)) and 19.7%(2), respectively. The acquisition is expected to close near the end of the first quarter of 2022 and is anticipated to be accretive to the Company’s earnings within the first full fiscal year after closing. “Etanco’s business of providing reputable, highly engineered technical solutions with a high focus on customer service, align with Simpson’s core business model and values, making Etanco an ideal acquisition to support continued growth in our European business,” said Karen Colonias, President and Chief Executive Officer of Simpson Manufacturing Co., Inc. “The acquisition of Etanco fortifies our footprint and expands our geographical reach in Europe, deepens Simpson’s portfolio of solutions with new and existing customers, and allows us to enter into new commercial building markets and grow our direct sales activity across the region. Further, we expect the acquisition to drive significant net sales growth with operating income synergies of approximately $30 million on an annual run rate basis.”

2 Ms. Colonias continued, “Etanco fits within Simpson’s acquisition strategy of strengthening our business by expanding our product lines, developing complete solutions, growing our market share and improving both our manufacturing capabilities and efficiencies. In addition, our ability to leverage Etanco’s commercial building business further balances Simpson’s product portfolio and directly aligns with our key growth initiatives focused on expanding into commercial building offerings and building a leadership position in fastener solutions. We believe the acquisition of Etanco will materially contribute to both net sales and operating income margin growth in Europe, and in turn, create value for all key Simpson stakeholders.” “We are very pleased to join the Simpson team and look forward to participating in their growth plans for the future,” said Ronan Lebraut, Chief Executive Officer of Etanco Group. “Etanco and Simpson share the same core values of providing high-quality products and customer service, and we view this partnership as a great opportunity to broaden our product lines and further our customer and market reach.” Strategic Rationale Etanco’s primary product applications directly align with the addressable markets in which Simpson operates, estimated at over $5.0 billion. Leveraging Etanco’s leading market position in Europe, following the proposed acquisition, Simpson would expand its portfolio of solutions, including mechanical anchors, fasteners and commercial building envelope solutions, as well as significantly increase its market presence across Europe. The transaction would allow the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales. Financial Impact The acquisition of Etanco is expected to be accretive to the Company’s earnings within the first full fiscal year after closing. Etanco’s purchase price represents an approximate 11.9 times multiple of trailing twelve months unaudited EBITDA. The Company would expect to scale its European net sales and operating income margin performance, resulting in an approximate 500 basis point increase in Europe operating income margins by 2025. Synergies and Integration Simpson expects to realize operating income synergies of approximately $30 million, on an annual run rate basis, within 36 months following the proposed acquisition. These synergies would be achieved through expanding Simpson’s market share by selling its products into new markets and channels, incorporating Etanco’s products into existing Simpson channels, as well as procurement optimization, manufacturing and

3 operating expense efficiencies. The Company expects to hire a third party consultant to assist with post-close integration. Financing The acquisition is expected to be funded via a combination of $100 million of existing cash with the remainder from borrowings under the Company’s existing Revolving Credit Facility, which will be increased from $300 million to $450 million, and a $450 million unsecured term loan with committed financing from Wells Fargo Bank and MUFG Union Bank. The Company expects its net debt-to-EBITDA ratio to be below 1.5x by the end of the second year following the closing of the acquisition, maintaining the Company’s conservative leverage profile. Advisors EC Mergers & Acquisitions and KPMG LLP served as financial advisors to the Company on the Etanco acquisition. Jones Day served as legal advisor to the Company and Wells Fargo Bank and MUFG Union Bank provided committed debt financing in support of the proposed acquisition. Supplemental Presentation The Company has prepared a supplemental presentation which contains information regarding the proposed transaction. A copy of the supplemental presentation can be found on the Company’s website at ir.simpsonmfg.com and is also being furnished via Form 8-K filed with the SEC today, December 29, 2021. Conference Call Information The Company will host a conference call to further discuss the proposed acquisition on Tuesday, January 4, 2022 at 11:00 a.m. ET / 8:00 a.m. PT. To participate, callers may dial 1-877-407-0792 (U.S. and Canada) or 1-201-689-8263 (International) approximately 10 minutes prior to the start time. The call will be webcast simultaneously and can be accessed here or via a link on the Company's website at ir.simpsonmfg.com. For those unable to participate during the live broadcast, a replay of the call will also be available beginning that same day at 2:00 p.m. ET until 11:59 p.m. ET on Tuesday, January 18, 2022, by dialing 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and entering the conference ID: 13725897. The webcast will remain posted on the Investor Relations section of Simpson's website at ir.simpsonmfg.com for 90 days. About Simpson Manufacturing Co., Inc. Simpson Manufacturing Co., Inc., headquartered in Pleasanton, California, through its subsidiary, Simpson Strong-Tie Company Inc., designs, engineers and is a leading manufacturer of wood construction products,

4 including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials. The Company's common stock trades on the New York Stock Exchange under the symbol "SSD." Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 2IE of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "target," "continue," "predict," "project," "change," "result," "future," "will," "would, " "could," "can," "may," "likely," "potentially," or similar expressions that concern our strategy, plans, expectations or intentions. Forward-looking statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding the Company’s business, the timing of the proposed acquisition of Etanco (the “Acquisition”); estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities and synergies relating to the Acquisition, the impact from the COVID-19 pandemic, the economy and other future conditions. Although we believe that the expectations and assumptions reflected in these forward-looking statements are reasonable, forward- looking statements are subject to inherent uncertainties, risk and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Specific factors that could cause future results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, risks related to the occurrence of any event, change or other circumstances that could give rise to the termination of or failure to complete the Acquisition or the agreements and transactions contemplated thereby; the failure of the Company to meet the conditions to closing of the Acquisition, including the conditions related to works council approval; the failure to obtain the financing terms necessary that are acceptable to the Company to fund the Acquisition; costs related to the proposed Acquisition and the impact of the substantial indebtedness to be incurred to finance the Acquisition; the ability of the post-Acquisition company to meet its financial and strategic goals, due to, among other things, its ability to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the post-Acquisition Company may be adversely affected by other economic, business, and/or competitive factors; the Company’s ability to successfully integrate the acquired businesses or generate expected cost savings and synergies from the Acquisition; the ongoing impact of the COVID-19 pandemic and those factors discussed in the Company’s Annual Report for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”), in

5 subsequent Quarterly Reports on Form 10-Q and in other filings and furnishings made by the Company with the SEC from time to time. Other unknown or unpredictable factors could also have material adverse effects on the Company’s performance. We caution that you should not place undue reliance on these forward- looking statements, which speak only as of the date of this press release and are not a guarantee of future performance. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Footnotes (1) Reflects EUR to USD exchange rate as of December 22, 2021. (2) For the last twelve months ended September 30, 2021 in accordance with French GAAP. Subject to change following conversion to IFRS or U.S. GAAP accounting standards. CONTACT: Addo Investor Relations investor.relations@strongtie.com (310) 829-5400

exhibit992-supplementalp

STRONG FOUNDATION. STRONGER FUTURE. Simpson Manufacturing Co., Inc. Binding Offer to Acquire Etanco Group December 29, 2021 Exhibit 99.2

2 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements generally can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "target," "continue," "predict," "project," "change," "result," "future," "will,“ “would," "could," "can," "may," "likely," "potentially," or similar expressions that concern our strategy, plans, expectations or intentions. Forward-looking statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding the Company’s business, the timing of the proposed acquisition of the Etanco Group (the “Acquisition”); estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities and synergies relating to the Acquisition, the impact from the COVID-19 pandemic, the economy and other future conditions. Although we believe that the expectations and assumptions reflected in these forward- looking statements are reasonable, forward-looking statements are subject to inherent uncertainties, risk and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Specific factors that could cause future results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, risks related to the occurrence of any event, change or other circumstances that could give rise to the termination of or failure to complete the Acquisition or the agreements and transactions contemplated thereby; the failure of the Company to meet the conditions to closing of the Acquisition, including the conditions related to works council approval; the failure to obtain the financing terms necessary that are acceptable to the Company to fund the Acquisition; costs related to the proposed Acquisition and the impact of the substantial indebtedness to be incurred to finance the Acquisition; the ability of the post-Acquisition company to meet its financial and strategic goals, due to, among other things, its ability to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the post-Acquisition Company may be adversely affected by other economic, business, and/or competitive factors; the Company’s ability to successfully integrate the acquired businesses or generate expected cost savings and synergies from the Acquisition; the ongoing impact of the COVID-19 pandemic and those factors discussed in the Company’s Annual Report for the year ended December 31, 2020 filed with the Securities and Exchange Commission (“SEC”), in subsequent Quarterly Reports on Form 10-Q and in other filings and furnishings made by the Company with the SEC from time to time. Other unknown or unpredictable factors could also have material adverse effects on the Company’s performance. We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this presentation and are not a guarantee of future performance. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Safe Harbor

3 Transaction Summary Acquisition Target Financial Terms & Valuation ▪ Acquisition of Etanco Group ▪ Net Sales(1): €258M (~$291M) ▪ Operating Income Margin(1): 19.7% Financing Sources Financial Impacts Timing & Closing Conditions ▪ €725M (~$818M(2)) purchase price ▪ Purchase price reflects ~11.9x of trailing twelve months unaudited EBITDA ▪ Target ~$30M annual operating income run-rate synergies (within 36 months following the closing of the acquisition) ▪ $100M of existing cash on balance sheet ▪ Increase existing Revolving Credit Facility from $300M to $450M ▪ Obtained commitment for $450M unsecured term loan from Wells Fargo Bank and MUFG Union Bank ▪ Expected to be accretive to earnings within first full year after closing ▪ ~500 bps improvement to Europe operating income margins by 2025 ▪ Expect net debt-to-EBITDA <1.5x by end of second year, maintaining conservative leverage profile ▪ Expected close near the end of Q1 2022 ▪ Subject to satisfaction of certain customary conditions (1): For the twelve months ended September 30, 2021 in accordance with French GAAP. Subject to change following conversion to IFRS or U.S. GAAP accounting standards. (2): Reflects EUR to USD exchange rate as of December 22, 2021.

4 Strategic Rationale ✓ Etanco’s leading position in building solutions expands Simpson’s market position and geographical reach in Europe ✓ Broadens and balances portfolio of solutions, including entry into new commercial building markets ✓ Expands direct sales business ✓ Significant synergies driving growth, profitability and cost efficiencies ✓ Net sales growth and synergies expected to deliver ~500 bps improvement to Europe operating income margins by 2025

5 Simpson’s 5-Year Company Ambitions(1) Strengthen our values-based culture Be the partner of choice Be an innovation leader in the markets we operate Continue above market growth rate relative to U.S. housing starts Continue expanding our operating income margin to remain within the top quartile of proxy peers Continue expanding ROIC within the top quartile of proxy peers 1 2 4 3 5 6 (1) Announced during the Company’s Analyst & Investor Day on March 23, 2021.

6 Simpson’s Commitment to Growth OEM R&R / DIY STRUCTURAL STEEL MASS TIMBER KEY GROWTH INITIATIVES(1) FOCUSED ON: CONCRETE LEADER IN ENGINEERED LOAD-RATED CONSTRUCTION FASTENING SOLUTIONS LEADER IN CUSTOMER-FACING TECHNOLOGY - Denotes Etanco Group market presence. (1) Announced during the Company’s Analyst & Investor Day on March 23, 2021.

7 ▪ Etanco is a leading designer, manufacturer and distributor of fixing and fastening solutions for the building construction market in Europe ▪ Established in 1952 and headquartered in Le Pecq, France ▪ ~900 employees ▪ 8 manufacturing and distribution sites across Europe ▪ Established brand reputation known for product reliability and focus on customer service ▪ Dedicated technical assistance team ▪ Best-in-class on-time delivery capabilities ▪ Wide portfolio of solutions addressing all building envelope applications ▪ Highly technical solutions with custom-made design and properties that meet market regulatory requirements ▪ >80,000 SKUs ▪ 150+ patents ▪ Well-balanced multi-channel go-to-market model ▪ Strong historical financial performance ▪ Well positioned to benefit from French regulation RT 2000 ▪ RT 2000 (‘RégulationThermique2000’), effective in 2020, requires buildings to produce more energy than they consume resulting in the need for more insulation and sophisticated fasteners ▪ Wall and roof optimization is critical to improving thermal performance, resulting in a structural shift from internal to external insulation Etanco Group Overview

8 6 1 2 7 8 4 5 3 9 Etanco Group’s Key Products and Applications Waterproofing Fixing membrane to avoid water incursion 1 Roofing Fixing metal roof to a building structure 2 Cladding Fixing of protection panels 3 Facade Fixing metal, concrete or stone frameworks for façade backing lining 4 5 Anchors: For all purposes (inc. facades, safety & interior) 6 Safety Fixing & anchoring for fall-protection solutions Solar Fixing new solar panels on existing roofs 7 Overoofing Fixing new roof on existing obsolete roof Wood Fixing fasteners for wood structures 8 Primary Product Applications: Ancillary Product Applications: 9 Highly complementary product mix that expands into adjacent markets

9 Expands Share of Addressable Market(1) $1.5 B (15%) (1) Market share based on net sales as of the full year ended December 31, 2020. Market sizes based on internal estimates using information as of December 31, 2020. Includes North America, Europe and Pacific Rim. Etanco’s leading position in European building solutions increases Simpson’s market share… Wood Connectors & Truss Fasteners Concrete Market Size $2.5 B $5.8 B $15.0 B Addressable Market (%) $2.5 B (100%) $1.0 B (17%) $1.3 B (9%) Share (%) $891 M (36%) $190 M (19%) $185 M (14%) Wood Connectors & Truss Fasteners & Accessories Concrete Market Size $2.5 B $10.1 B $15.0 B Addressable Market (%) $2.5 B (100%) $1.5 B (15%) $1.3 B (9%) Share (%) $916 M (37%) $429 M (29%) $232 M (18%) Simpson Manufacturing Co. Simpson Manufacturing Co. + Etanco Group

10 France 57% Italy 14% Germany 6% Benelux 5% Poland 4% Other 14% Complements & Expands Geographical Reach Simpson Manufacturing Co. Europe(1) % of Sales by Region: (1) For the last twelve months ended September 30, 2021. (2) Other consists of Switzerland, Belgium, Netherlands, Portugal and Spain. (3) Other includes remaining European and International sales. France 26% United Kingdom 19% Germany 16% Sweden 8% Denmark 7% Poland 7% Other 11% Etanco Group(1) % of Sales by Region: (2) (3) …and further diversifies Simpson’s geographic footprint, enabling above market growth relative to U.S. housing starts.

11 Balances Portfolio and Grows Go-To-Market Channels (1) For the last twelve months ended September 30, 2021. (2) Other includes Safety, Solar, and Wood products. Etanco Group Sales by Product(1): Roofing, 34% Cladding, 13%Façade, 12% Waterproofing, 12% Anchors, 9% Other, 21% ▪ Broadens and balances Simpson’s portfolio of solutions ▪ Provides entry into new commercial building markets in the building envelope (facades, waterproofing, roofing, safety, cladding and solar) Direct, 60% Wholesalers, 40% Etanco Group Sales by Channel(1): (2) ▪ Expands Simpson’s direct sales business

12 Synergies Promote Growth, Profitability & Expense Savings Offensive Synergies ▪ Expands Simpson’s market share ▪ Enhances Simpson’s portfolio of solutions ▪ Significant cross-selling opportunities ▪ Entrance into new commercial building markets ▪ Grows direct sales model Defensive Synergies ~$30M anticipated annual operating income run-rate synergies (within 36 months following acquisition) + = ▪ Procurement optimization ▪ Manufacturing efficiencies ▪ Operating expense efficiencies

13 Financing Overview ▪ Transaction to be funded with $100M of existing cash and new borrowings ▪ Commitment to increase existing Revolving Credit Facility from $300M to $450M from Wells Fargo Bank and MUFG Union Bank ▪ Commitment for a $450M unsecured Term A loan from Wells Fargo Bank and MUFG Union Bank ▪ Expect to maintain a conservative leverage profile with net debt-to-EBITDA multiple below 1.5x by the end of second year after closing Simpson’s strong cash flow generation and access to capital provides flexibility to support the Company’s growth initiatives and stockholder returns

14 Summary ▪ Aligns with Simpson’s business model and values ✓ Established brand reputation ✓ Dedication to customer service ✓ Broad portfolio of high-quality, innovative solutions ▪ Supports 5-Year Company Ambitions ✓ Promotes continued above-market growth relative to U.S. housing starts ✓ Innovative leader in the European markets ✓ Improves European operating income margin ▪ Augments Key Growth Initiatives ✓ Broadens and balances portfolio of solutions, including entry into new commercial building markets ✓ Establishes leadership position in fastener solutions ✓ Increases Simpson’s market share and expands sales channels and geographical reach in Europe The acquisition of Etanco Group:

STRONG FOUNDATION. STRONGER FUTURE.