3G Capital to acquire controlling interest in Hunter Douglas

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Overig advies 31/12/2021 05:38
ROTTERDAM and NEW YORK – December 30, 2021 – Hunter Douglas (AEX: HDG), the global market leader in window coverings and a major manufacturer of architectural products, and 3G Capital, a global investment firm and private partnership, today announced that Ralph Sonnenberg, the controlling shareholder of Hunter Douglas Group, has entered into a definitive agreement to transfer a controlling interest in the Company to 3G Capital based on a value of
€175 per Ordinary Share. The Sonnenberg Family will continue to hold a 25% interest in Hunter Douglas, pro forma for the new capital structure. The Board of Directors of Hunter Douglas, represented only by its Independent Directors, unanimously supports the transaction and has entered into a separate agreement with 3G Capital and Ralph Sonnenberg to facilitate and
secure a cash exit for all minority shareholders based on the same price per Ordinary Share.

Completion of the transaction is subject to limited closing conditions, including approval by the
general meeting of Hunter Douglas.
Strategic Rationale
The transaction values the ordinary shares of Hunter Douglas ("Ordinary Shares") at €175 per Ordinary Share (the “Ordinary Share Price”), implying an enterprise value of approximately $7.1 billion 1
. The Ordinary Share Price represents a 73% premium to Hunter Douglas’ closing ordinary
share price on December 30, 2021 of €101.40 and a 64% premium to Hunter Douglas’ all-time
high closing ordinary share price of €106.40.
“3G Capital has deep respect for Hunter Douglas, its diverse portfolio of brands and the steadfast
leadership of the Sonnenberg family over three generations. We are honored to be partnering
with the Sonnenberg family and to work with Hunter Douglas’ management team on the
company’s next phase of global expansion,” said Daniel Schwartz, Co-Managing Partner and
Alex Behring, Co-Founder and Co-Managing Partner of 3G Capital. “Our team at 3G Capital has
deep experience building consumer branded businesses over a long-term horizon, and we look
forward to investing in Hunter Douglas to continue to strengthen its brands and further its
expansion. Hunter Douglas’ strong market position is the product of its specialized expertise
built over the past century. We are committed to preserving this expertise by empowering and
supporting Hunter Douglas’ leadership and partnering closely with Hunter Douglas’ exceptional
team of founders and entrepreneurial managers and unrivaled network of dealers and
“Hunter Douglas was founded by my Father over 100 years ago and has grown into a global
leader due to our commitment to innovation, entrepreneurial culture, leading brands and world
class management,” said Ralph Sonnenberg. “3G Capital is a well-renowned investor, operator
and a strong partner for our business.”
Current Hunter Douglas Group Co-President and Co-CEO, David Sonnenberg, will transition to
Executive Chairman of the Board of Directors of the Hunter Douglas Group after the closing of
the transaction and will continue to be highly involved in the day-to-day business and business
strategy, tapping into his 30 years of knowledge and active experience in the company.
1 Equity value converted into USD at latest EUR/USD exchange rate of 1.13 as of December 30, 2021. Balance sheet reflects
reported figures from Q3-2021 filing.
Hunter Douglas N.V.
Piekstraat 2 3071 EL Rotterdam
P.O. Box 5072 3008 AB Rotterdam
The Netherlands
Tel. +31 10 486 99 11
Fax +31 10 485 03 55

“We look forward to partnering with 3G Capital in the next chapter of Hunter Douglas’ history. As
owner-operators with a long-term investment horizon and significant experience operating global
branded businesses alongside founding families, 3G Capital is a dynamic steward to continue
the legacy of Hunter Douglas,” David Sonnenberg, Hunter Douglas, said. “As a private enterprise,
Hunter Douglas will have the opportunity to advance and expand our business while preserving
the family-led culture and strong relationships with stakeholders which have been core to our
João Castro Neves, a Senior Partner at 3G Capital, is expected to serve as Hunter Douglas
Group CEO upon completion of the transaction. João Castro Neves has significant experience
in consumer-facing companies growing global and local brands in both emerging and developed
markets, and working closely with a network of independent wholesalers to better serve
customers and consumers, including as CEO of Anheuser-Busch and North America Zone
President of Anheuser-Busch InBev from January 2015 to December 2017. João Castro Neves
is a Board Member of Kraft Heinz and Restaurant Brands International.
“3G Capital and Hunter Douglas share a strong belief in durable value creation through
operational excellence, entrepreneurship and a culture of meritocracy,” said João Castro Neves,
3G Capital. “I look forward to working closely with David Sonnenberg and the Hunter Douglas
management team as we accelerate Hunter Douglas’ growth in partnership with our remarkable
founders, managers and business partners.”
Transaction Details
Ralph Sonnenberg and 3G Capital have entered into a definitive agreement (the "Block Trade
Agreement") for the sale of a controlling interest of 75% in a holding vehicle (the “HoldCo”)
through which Ralph Sonnenberg currently holds 93.59% of the issued and outstanding shares
in Hunter Douglas. The Block Trade Agreement values the Ordinary Shares at €175 per share,
and the preferred shares of Hunter Douglas (the "Preferred Shares") held by Ralph Sonnenberg
at their nominal value of €0.24 per share (the “Nominal Preferred Share Price”).
The Board of Directors of Hunter Douglas, comprising for this purpose only its independent
directors (the "Independent Directors"), unanimously supports the transaction, and Hunter
Douglas, Ralph Sonnenberg and 3G Capital and certain of their affiliates have entered into a
support agreement in relation to the transaction (the "Support Agreement"). The parties to the
Support Agreement have agreed that, following consummation of the Block Trade Agreement
and completion of the Asset Sale (as described below), statutory squeeze out proceedings in
accordance with applicable Curacao law and Hunter Douglas' articles of association will be
initiated in respect of any remaining shares in Hunter Douglas (the “Buy-Out”). In these
proceedings, the position will be taken that the price of such Hunter Douglas shares will be the
same as pursuant to the Block Trade Agreement for each Ordinary Share, being €175, and €0.43
for each Preferred Share in the capital of Hunter Douglas other than the Preferred Shares held
by Ralph Sonnenberg (the “Preferred Share Price”), representing the latest closing preferred
share price prior to this announcement. This will allow minority shareholders to benefit from the
same cash price for their ordinary shares as the controlling shareholder and a better cash price
for their preferred shares than the controlling shareholder, in line with the Support Agreement.
In order to obtain full ownership of the Hunter Douglas business, and as requested as an
essential part of the transaction by 3G Capital, Hunter Douglas and 3G Capital have agreed that
immediately upon completion of the Block Trade Agreement, Hunter Douglas will sell and transfer
its entire business to HoldCo (or any designated wholly-owned subsidiaries of HoldCo) (the
Hunter Douglas N.V.
Piekstraat 2 3071 EL Rotterdam
P.O. Box 5072 3008 AB Rotterdam
The Netherlands
Tel. +31 10 486 99 11
Fax +31 10 485 03 55

"Asset Sale"). The purchase price payable by HoldCo to Hunter Douglas pursuant to the Asset
Sale (the "Purchase Price"), which will remain indebted in the form of a note, equals the value of
all Hunter Douglas’ outstanding shares based on the Ordinary Share Price, the Nominal
Preferred Share Price, for the Preferred Shares held by Ralph Sonnenberg, and the Preferred
Share Price for the Preferred Shares held by minority shareholders.
The transaction is subject to only limited conditions including anti-trust approvals and is not
subject to any financing or material adverse effect condition. An extraordinary general meeting
of Hunter Douglas' shareholders will be convened in connection with the transaction to adopt,
among other things, certain resolutions relating to the Asset Sale.
Together with its own independent financial and legal external advisors, the Independent
Directors reviewed the strategic, social, financial, and operational consequences of the proposed
transaction for Hunter Douglas and its various stakeholders. Rabobank in its capacity as
independent financial advisor to the Independent Directors, has issued a fairness opinion
confirming that the Purchase Price and the Ordinary Share Price are fair from a financial point of
view. On the basis of such review, and the agreed terms for the protection of Hunter Douglas’
stakeholders, including minority shareholders as laid down in the Support Agreement, the Board
of Directors has unanimously concluded and resolved that providing support to the transaction
supports the ongoing, sustainable success of the business and is in the interest of Hunter
Douglas and all of its stakeholders. Ralph Sonnenberg, the controlling shareholder and
Executive Chairman of Hunter Douglas, did not partake in any deliberations or decision-making
in the Hunter Douglas Board of Directors relating to the transaction.
3G Capital has obtained, subject to customary conditions, fully committed financing for the
transaction from reputable global financial institutions along with its existing equity commitments
for the consideration payable under the Block Trade Agreement as well as the Buy-Out. As part
of the Support Agreement HoldCo has agreed to certain non-financial covenants.
Ralph Sonnenberg has committed to vote in favor of the required resolutions at the extraordinary
general meeting of Hunter Douglas. It is expected that the block trade and the Asset Sale will
close in the first quarter of 2022.
Trading Update and Outlook
In Q4, consumer confidence and trading conditions remained constructive, and Hunter Douglas
expects sales to be in line with Q3. Q4 EBITDA is expected to be between USD 195 – 205 million.
The outlook for 2022 is positive, but uncertainties remain as to when consumer discretionary
spending will normalize. Hunter Douglas continues to be in a strong position. Assuming
continuation of current market conditions, management anticipates delivering full-year 2022
sales and EBITDA growth of mid-single digits percent versus full-year 2021, excluding the impact
from acquisitions and divestments, with an EBITDA margin in excess of 18%.

Credit Suisse served as exclusive financial advisor to the Sonnenberg Family, and De Brauw
Blackstone Westbroek N.V. served as lead legal advisor. White & Case LLP also served as legal advisor. Loyens & Loeff served as tax counsel.
see &

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