Pentair plc (PNR) Earnings Call Transcript & Summary

Good day, and thank you for standing by. Welcome to the Pentair Acquisition of Manitowoc Ice Conference Call. [Operator Instructions] I would now like to hand the conference over to your speaker today, Jim Lucas. Thank you. Please go ahead.

Thank you. I'm Jim Lucas, Senior Vice President, Treasurer, FP&A and Investor Relations. And we're glad you could join us for today's conference call on short notice. With me today is John Stauch, our President and COO; and Bob Fishman, our Chief Financial Officer. Before we begin, let me remind you that any statements made about the company's anticipated financial results are forward-looking statements subject to future risks and uncertainties, such as the risks outlined in Pentair's most recent 10-K and today's release. The forward-looking statements included herein are made as of today, and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results. Today's webcast is accompanied by a presentation, which can be found in the Investors section of Pentair's website. We will reference these slides throughout our prepared remarks. Any references to non-GAAP financials are reconciled in the appendix of the presentation. We will be sure to reserve time for questions and answers after our prepared remarks. I will now turn the call over to John.

Thank you, Jim, and good morning, everyone. I will begin on Slide 3, titled, Expected Strategic and Financial Benefits. As you saw this morning, we announced that we have signed a definitive agreement to acquire Manitowoc Ice, which is being sold by Welbilt, Inc. as part of the Ali Group's proposed merger with Welbilt. I will start with a few key points that detail our rationale on why this acquisition is beneficial for our business, our customers and our shareholders. First, we are impressed by Manitowoc's market leadership. Manitowoc has a rich history of innovative product development and customer centricity. We are excited to continue these traditions while also taking advantage of the fact that every ice machine should have a filter. We believe this presents opportunities for us to expand our commercial Water Solutions platform and provide better products and services to customers while also expanding wallet share and gaining an attractive path for growth. Secondly, we significantly -- we see significant opportunity for expansion. Manitowoc has a large installed base, and many of these customers currently rely on Pentair for water quality solutions and services. We believe these opportunities should allow Pentair to become the go-to scale solution provider to deliver a seamless experience to customers in the food service, grocery, convenience store and hospitality end markets. We also plan to enhance our best-in-class Everpure filtration technology to improve the purity and quality of ice products, while we simultaneously grow and improve our services network. We expect our strengthened service capabilities stemming from our KBI acquisition paired with Manitowoc to unlock opportunities to provide end-to-end maintenance for commercial customers. Financially, we believe this addition will create an expanded commercial Water Solutions platform that will drive performance in both the short and long term. We expect approximately $0.25 of adjusted EPS accretion in 2023, and $0.40 in 2025. We expect adjusted EPS accretion in 2022, but the amount will be dependent on the timing of closing, and that depends on the regulatory processes. Bob will discuss this in greater detail, but we are committed to quickly reducing our debt following close, and we believe that favorable free cash flow will help to support that. Please turn to Slide 4, titled, Overview of Manitowoc Ice. Manitowoc is a respected industry brand and market leader in the commercial ice machine business. They have more than 50 years of experience producing ice machines. And during that time, they have established trusted relationships with customers of all sizes around the world and solidified their position as an industry leader. As you can see along the bottom, they are a leading designer, manufacturer and distributor of commercialized machines in the U.S. and globally. In fact, 1 out of every 2 cubed ice machines sold in the U.S. is a Manitowoc Ice machine. We are also impressed and enthusiastic about many of the competitive advantages that Manitowoc has to offer. For instance, they have demonstrated superior engineering capabilities, making Manitowoc Ice machines more dependable, longer lasting and easy-to-use. Their vertical integration of evaporator manufacturing is an industry-leading trade secret that provides both higher-quality products and enhanced margins. Manitowoc consistently achieves world-class customer satisfaction ratings, exemplifying the customer-first mentality that we are making a priority here at Pentair. With a global installed base of approximately 1 million units and more than 200 models of commercialized machines worldwide, Manitowoc has excelled at delivering differentiated product innovation, food safety and sustainability in ice making, and we are very excited to welcome them to the Pentair family. Please turn to Slide 5, labeled, Advancing Total Water Management and Building a Stronger Commercial Water Solutions Platform. You can see our expectations for sales performance and the components that make up what will be nearly a $700 million commercial water solutions platform based on 2022 pro forma projections. Everpure is a projected $225 million, very high-margin respected industry brand that we expect will enable us to provide high quality, clean and sustainable water for ice products, to enhance the quality of the ice and extend the life of the machines while continuing to provide our leading energy efficiency and superior water characteristic filtration to many of the same customers. Manitowoc is a projected $325 million high-margin brand that has a proven track record of creating and delivering dependable ice machines. And KBI is a projected $125 million, lower margin, but significantly important and well-known service leader, with a reputation for providing one-of-a-kind service, preventative maintenance and infrastructure. Combined, these 3 businesses can offer end-to-end water filtration and ice solutions for food service customers, along with predictive services that identify and address customer issues before they arise. Together, we anticipate that we can deliver sustained commercial water solutions, double-digit revenue growth at mid-20s margins by providing better, cleaner water and ice to people all around the world. Please turn to Slide 6, titled, Aligns with Pentair's M&A strategy. I want to emphasize that this deal aligns very well with our previously communicated M&A strategy. This is exactly the type of transaction we had in mind when we laid out our plans to grow sales by mid-single digits by 2025 and find smart, tuck-in and bolt-on M&A that could add to those results. Additionally, we expect Pentair return on invested capital to still exceed 15% after completing this deal. With an expected cash profile from Manitowoc, combined with our strong cash flow performance, we expect that we will rapidly expand our return on invested capital from here. With that, I will turn the call over to Bob to discuss the acquisition details, including the financials. Bob?

Thank you, John. Please turn to Slide 7, labeled, Acquisition Details. As mentioned previously, Manitowoc is a leading designer, manufacturer and distributor of ice machines in the U.S. and globally. They had $308 million of revenue in 2021 and EBITDA margins of approximately 30%, reflecting the fact that they are a well-run company. The purchase price of $1.6 billion is expected to be funded with new debt, which is expected to be investment grade. The transaction will include a step-up in tax basis which we expect to provide us with a $220 million tax benefit on a net present value basis. This results in a net purchase price of about $1.38 billion or a 14x multiple on expected 2022 EBITDA or a 12x multiple using $20 million of run rate synergies. Our expectation is that this deal will close in the second quarter of 2022 but is dependent on the regulatory process. With this acquisition, we will be creating a combined commercial water solutions food service platform of approximately $700 million in sales with an operating margin of around 25% in 2023. As discussed, we expect this deal will be meaningfully accretive to adjusted EPS and will add significant sales growth, EBITDA margin expansion and cash flow. We are committed to rapidly deleveraging and maintaining our investment-grade rating. We expect this combined business will allow us to expand from filtration and beverage components to a broader set of water-enabled systems with significant runway for growth. Please turn to Slide 8, labeled, Projected Manitowoc Financials. As discussed, we expect adjusted EPS accretion of $0.25 in 2023 and $0.40 in 2025. We will share more details on expected 2022 adjusted EPS accretion in the coming months after the closing of the acquisition. We are anticipating a 10% revenue CAGR, including revenue synergies between 2021 and 2025, with revenue reaching approximately $450 million and EBITDA of more than 31%. We anticipate half of the revenue growth is base business growth and roughly half is from revenue synergies. The revenue synergies come through at lower profitability as summer services related, which have lower margins but higher recurring revenue. We expect total EBITDA synergies in 2025 should reach approximately $20 million to $25 million. Finally, we anticipate Manitowoc's cash flow to be roughly 80% of EBITDA and when including the tax asset benefit of roughly $20 million per year. Please turn to Slide 9, labeled, Capital Allocation Rooted in Shareholder Value Creation. I will quickly go through our capital allocation priorities as these have not changed. We are committed to maintaining our investment-grade rating. We see opportunistic M&A in core markets as a lever for value creation. We remain dedicated to sustaining our annual dividend increase. And we expect to continue to repurchase shares advantageously. All of this funnels into our priorities to maintain a low but healthy leverage profile between 1.5x and 2.5x and robust liquidity to support financial flexibility. We expect our net pro forma leverage to be approximately 2.5x by the expected closing date of June 30, 2022. Please turn to Slide 10, labeled, Commitment to Deleveraging and Maintaining Financial Flexibility. Looking at the current pro forma balance sheet, we have approximately $750 million in liquidity, which we expect to use in part to delever quickly. We expect the debt to fund this deal will have both variable and fixed rates with an anticipated average coupon rate of 3%. Along the bottom of the slide, you can see our anticipated path to deleveraging to below 2x by the end of 2023. I will now turn the call back over to John.

Thank you, Bob. Please turn to Slide 11, titled, A Well-Positioned, Balanced Portfolio. Here you see our estimated 2022 pro forma revenue breakdowns, which showcase a well-balanced and diversified portfolio of businesses. Looking at our platforms, Manitowoc will expand our water treatment solution offerings, while growing our food service, commercial, industrial and infrastructure end market presence. Regionally, Manitowoc will bolster our footprint in all regional groups. Our leading brands, combined with our strong trade channel loyalty, provides a more stable growth profile normally insulating us from larger industry swings. Manitowoc shares these same characteristics. And with their complementary and shared trade channel, they fit nicely into our channel profile and expand our brand portfolio. In summary, Manitowoc will add an attractive margin business with significant growth potential. We plan to build upon our channels to increase sales of Manitowoc's products and increase direct service coverage through installation and preventative maintenance services. Together, by capitalizing on these synergistic opportunities, we expect to be able to drive notable growth and long-term value for our shareholders. Please turn to Slide 12, titled, Delivering Value for Pentair Shareholders. I would like to close by emphasizing our belief that this acquisition will create significant short- and longer-term value for Pentair's shareholders. After pool, Water Solutions is our second largest business platform. This deal will meaningfully expand and enhance our offering in that space and accelerate growth with key customers in food service, grocery, convenience store and hospitality end markets, and we expect it to do so while simultaneously delivering EPS accretion, compelling cash flow and an opportunity for us to maintain a healthy balance sheet and financial flexibility. Stephanie, we are now ready to open the call for questions.

[Operator Instructions] Your first question comes from Mike Halloran with Baird.

First just on the synergy side, could you provide some more color? It seems like it's pretty heavily biased towards the revenue side, but would just love to hear some of the early thoughts you have on how you think you're going to capture those and if there are any cost synergies in there considering how high the margins already are.

Yes. I mean the strategic fit of this deal, Mike, it is a high-margin business and, first of all, really well run, so I want to complement the team for their efforts there. I mean clearly, over time, we would think that our transformational efforts around pricing, sourcing, operational efficiencies will fall into this business and drive some operational synergies, certainly by 2025. And then we have some natural revenue synergies that we think attach nicely. And the combination of those 2 drive a pretty significant drop-through by 2025.

And what are some of those natural revenue synergies?

Well, we have them labeled there, but we really believe that the penetration rate of filtration actually on the back of ice machines is not where it should be. And they are also not replaced necessarily at the rate that we think would be helpful to extend the life of those machines and also provide the quality water, which provides the quality of ice that we think is long-term beneficial. And when you filter or descale the water, you actually extend the life of the machine itself. So there's a nice complementary opportunity there. So that's the obvious one between Everpure and Manitowoc. And then we believe the service offering we have from the acquisition for KBI, and they are a provider of this service today, gives us an opportunity to provide more end-to-end solutions that we could provide, but also work with their existing dealer channel in Manitowoc to also create that opportunity for other dealers to provide the end-to-end service for key customers.

Makes sense. And then a follow-up then is just a little bit more historical. When you think about revenue not quite back to previous peak levels, which I'm assuming is pandemic-oriented but the margin profile has expanded pretty consistently through that time period and is at very healthy levels. Maybe just talk about that dynamic and what happened through that period to drive the margin expansion despite the kind of static revenue levels.

Yes, real quickly, our Everpure profile would look similar to this, right? We saw -- with the shutdown relative to COVID, we saw a pretty big pullback in 2020. And we are generally back to 2019 levels, but not with the same global profile that we had before. So the mix of businesses today, like our healthy set of restaurants that are open and providing services, a lot of quick service restaurants, and they value both the filtered water and the ice needs for their beverage offerings. So I think this is a healthier margin profile because of the customers we're serving today. And I think when global hospitality reopens, I think we'll still see that growth, but I think we will see a little bit of margin pressure in the future, which we baked into this outlook.

Congrats.

Your next question is from Joe Giordano with Cowen.

So it says that Manitowoc Ice is at 80% of the top 10 restaurants and 75% of the top 50. Just curious like for scale, what is Pentair filtration penetration in the top 10 restaurant chains and top 50?

That would be about the same as Manitowoc's. There is -- as we noted here, though, there is some complementary, but some of our accounts are different than their accounts.

So then is the opportunity other than just adding a new business, is it -- can you kind of like force penetration of filtration on the machines themselves? Is that like -- is that where that 500 basis points is essentially coming from? Like you just -- you install your filtration systems on the unit and kind of like that's the new product that's in the market?

I think we would change the word, force, to incentivize or work with to provide that. I mean because that is true. I mean I think there's a natural incentive for everybody to have these filtered. And some of the dealers are currently our dealers, some of them aren't, but I think it's educating and making sure that the installer understands the value of that filtration and that also creates the service contract on an ongoing basis to replace that filtration. Also, these machines themselves get maintained, right, by a set of dealer networks on a regular basis and using that as an opportunity to change out the filter simultaneously is what we're thinking about here.

The way that I think about the revenue synergies, is about half of them come from the complementary accounts that enable these cross-sell opportunities that John referred to. The other half comes from the filter opportunity and then the services opportunity within KBI. So we think it's -- the revenue synergies are a mix of those 3 things, pretty balanced, but upside potential in each of those.

So the KBI is just the switching out of the filters on like a contract basis, is that what you're talking about?

Well, think of KBI as also helping out with end-to-end, so anywhere from installation to preventative maintenance to filter replacement. So really that end-to-end service that they can provide.

Okay. Cool. And then is the -- any changes to the management team as a part of this deal or like the leaders coming over? How do you see that rolling up?

We certainly want all the leaders in the current business to come on over and continue to do what they've been doing for several years. I mean this is a pretty impressive business, really well run, and we're really excited to welcome that whole entire team into our family.

Are you going to -- I assume the branding is going to stay the same, right?

Oh, yes. I mean we want the Manitowoc brand. I mean, I'm sure over time we'll -- Pentair Manitowoc or Pentair Manitowoc Everpure. They're all 3 very, very powerful brands, and we're working on the best way to utilize that right now.

Your next question is from Deane Dray with RBC Capital Markets.

Congrats. This is a business we've known for a long time, and it looks like you guys are the natural owner. So this is good news.

Yes. And I never thought I'd have the opportunity. So when I heard it was available, man, I got excited.

Yes. Yes. No, I've seen bidding wars for this business, I want to say, like 10 years ago. So this -- it doesn't come up often, so I'm glad you guys pulled the trigger here. Just a couple of follow-up questions. I appreciate all the detail you provided. Is there -- what's the opportunity for global expansion? This is more of a U.S.-centric business, but how much can you expand globally? And do you have to manufacture in those regions because it's kind of hard to ship that kind of product. So what's the opportunity there?

Yes, Deane, candidly, none of that's in here yet. I mean that's a conversation I really want to have with the leadership team of this business. I do believe that there is an opportunity to expand successfully. And we do have a plant here in Mexico, for instance. And I think this is a broad opportunity, but we have not had those conversations yet.

All right. I appreciate that. And look, this is a bigger expansion, faster in commercial water than I think a lot of people were expecting, but it certainly sounds like you're not done. What's your line of sight on further adjacencies here and just in terms of the rate of expansion from an M&A standpoint in commercial water?

Yes. I mean thank you for noticing. I think the addition of KBI and understanding the end market customer through the services lens. And one of the things we're excited about this particular acquisition is they're IoT-enabled machines, but oftentimes, the -- that connectivity built with the dealer is not obvious. We're going to learn through that KBI relationship with the Manitowoc IoT platform. It's going to be pretty exciting. I think we've got a pretty full set of capabilities right now, Deane. But down the road, we want to see where the commercial market evolves into, especially in commercial buildings and office spaces and look for opportunities to think about how do we serve better water into those spaces as well.

Great. And if I could just sneak a quick one in for Bob on the tax benefit. Is that -- will that be a onetime use? Or will you be able to access that over the next few quarters a year? Just what's the time line for that?

Yes. So the $220 million is the net present value. Think of that as the net present value of the $20 million of annual tax savings that we achieved from the step-up in the tax basis. So think of that amortized over a 15-year period.

Got it. All right. I just wanted to make sure it wasn't like an NOL or something, but that's really helpful, Bob.

Your next question is from Brian Lee with Goldman Sachs.

This is Miguel on for Brian. I just have a couple of questions. For Manitowoc, 30% margins, it's quite attractive. Can you talk about maybe the specifics on how they're able to achieve this level of profitability? Is there something unique about the way they manage their supply chain? Or is it just inherently a higher margin kind of profile for the products that they sell?

Yes, I'll start and then if John wants to add, I mean, it's -- we'll go back to it. It's a very, very well-run company. They have their 3 manufacturing sites. And as we went through the diligence process, that was validated. I think they did a really nice job coming out of 2020 in terms of working with their supply chain, having inventories in the right place. And then I would say they can charge a premium based on the innovation and the leading position of their products. So a combination of those 2 things.

I'll just add that our profile in the foodservice industry is quite profitable as well. And it's really because then customers value the clean water that they have to be required to produce. I mean we don't see chances taken around the water in the food service industry. And our commitment back is that we're going to have that commitment to providing the best products and the best services available to making sure that water always stays clean. But ice is valued in the restaurant industries, and you can't run out of ice.

Got it. That's very helpful. And then my follow-up question is, could you maybe talk about or maybe quantify how much overlap is there between your customers and Manitowoc Ice? And maybe also talk about the geographic footprint. Is there -- I guess, how much overlap is there also?

Just think about it more as like shared distributors and dealers into an industry and really well-known brands. And ultimately, a lot of these restaurants are group owned or franchised locations and they specify the particular product they want, and then the distributors and dealers spend their time installing those units or working with the local franchisees to get those units installed. So that's the way I would describe the landscape. And I would say this is a really well-known brand in that landscape, and we have a really well-known brand in that landscape.

Your next question is from Bryan Blair with Oppenheimer.

Congratulations on the deal. The focus on EBITDA margin is appropriate. That's very attractive. I was wondering if you could break out the run rate gross profitability at Manitowoc Ice and how that compares to Pentair's current level? I know, John, you've said before that you aspire to have that number start with a 4 for Pentair. Just curious, given the scale of this deal, how much of that gap is closed.

Yes. I mean they have those types of gross margins. And I'd also note, and Bob can provide more detail. There's not a lot of D here. So when you think of their EBITDA, it's just a few million dollars off of that to get to where the Pentair current income or what we call ROS is today, which is more EBITA. It's not a heavy capital-intensive business at all, so high gross margins and high EBITDA.

Okay. Excellent. And revenue, obviously, weighted to the Americas. What's the breakout or weighting of production across the U.S., Mexico and China facilities? And are there any meaningful watch items regarding the supply chain as your team gets to integrating the deal?

Just leveraging off of what John said, obviously, Manitowoc is working through the same challenges that a lot of companies are with the supply chain and the inflation. We really do think, with the transformation that we're undertaking now around pricing strategy and sourcing and supply chain, that there's an opportunity to drive some of those operational efficiencies. But I would say it's fairly balanced between the 3 manufacturing facilities to answer your first question, and then we see more opportunities coming as Manitowoc becomes part of Pentair.

Your next question comes from Jeff Hammond with KeyBanc Capital Markets.

Just the -- can you just walk through like the long-term historical growth rate of the business? Is it in line with the kind of that mid-single digits?

Yes. It's a mid-single-digit CAGR historically.

Okay. And then just back on the filtration, are you guys already supplying them with filtration? Or is the thought that you would switch some of that out or pick it up in the aftermarket?

We don't necessarily supply directly to the OEMs. It's a dealer install or an installer add, right, at the end point of the installation, which is where, Jeff, we believe we can increase the penetration rate of our filtration and filtration as a whole.

Your next question comes from Josh Pokrzywinski with Morgan Stanley.

John, obviously, a good deal here. I mean good asset. I think folks who have sort of followed this for a while would acknowledge that pretty plainly. Maybe just focusing on how they've navigated kind of the past 12 months on supply chain and price cost. I mean the margins would tell you that they did a reasonably good job. But anything that was sort of an overcome challenge or maybe a pleasant surprise that came out of this? I guess just thinking about the product, it seems like it's probably a balanced mix and maybe components in raws. Like any color that you can sort of share on how they've navigated that and any changes that might be necessary as it gets folded into the portfolio.

Yes. I mean I think in our management presentations from them and our engagement, as Bob said, I'd say it mirrors ours, right, lumpiness of shipments around key components, having to think about what customers and regions are going to get the product availability that they have. Lead times are extended, so you have to work out to have the orders booked more in advance. So I mean, similar to those challenges. And it's easing, it's getting slightly better as the overall COVID situation gets a little bit better globally. But I think those supply chain challenges continue to persist for them like they're continuing to persist for us and others.

I would say that the 2 areas that stood out for us as we learn the business was, to John's point, the fact that they had inventory out there and did a really nice job of allocating that inventory to where it was best needed. And then secondly, I don't think they got ahead of themselves in terms of taking orders, so they were able to reprice where necessary and build that price increase into 2022 and moving forward. So good job in both those areas.

Got it. That's helpful. And then at the risk of making my life harder on the model, any rethinking that needs to happen around kind of resegmentation and maybe giving a little bit more disclosure, given that now like Consumer Solutions will have kind of 2 very distinct franchises underneath it.

Yes, this is going to fit nicely into our water treatment platform. And so it's all in consumer solutions, right? And then think about adding this into Water Solutions and Consumer Solutions as a whole.

Your next question is from Scott Graham with Loop Capital Markets.

John, Bob, Jim, congrats on the deal. Looks nice. I do have a couple of questions, one of them is on Page 8. I just want to make sure I understand the $450 million. That's essentially all the synergies, right? So it's both synergies that they would derive from Pentair, but also reverse synergies.

That's correct. I mean it is if you think about it, think about the base run rate being that mid-single digits, and a lot of those synergies coming from the KBI and the Everpure added on to that particular business. Correct.

Right, right. Okay. So now a lot of restaurants, and I think even some states require them to filter their water. Certainly, the coffee houses all do that. I guess my question is, how many of the installed base -- this $1 million installed base, how many of those establishments require, to your knowledge, the filtration of water for cubes?

Well, I think it's not really -- I think the word, required, would be strong, right? I mean I think most people would say that most municipality water is fine to drink, and we don't ever debate or acknowledge that. It's really about the taste profile and the quality of the water that you seek. And obviously, when you get into ice, the more RO it is, the clearer the ice cubes are and also you're starting to descale the ice then as well, so -- or the ice machine, which means you're not building up the layers that require to have sufficient maintenance. So if you can do preventative maintenance on these machines and you can be more predictive in the changing out of the water filtration, we believe it extends the lives and also becomes more cost efficient to the end user.

Would you agree, though, John, that it's maybe a little bit of a harder sale to get one of their installed base customers to put in a filter than it would be for your installed base to say, hey, here's the leading brand, you should use this ice maker? Just it seems...

Yes. I see where you're going. But assume they sell 100,000 units a year, most of those installers are likely to suggest a filtration solution, right? And a lot of those same types of dealers are installing our filtration solutions. The issue is if it's a replacement to an existing unit or they're replacing one of our existing units, are we doing the best job of helping to upsell to the latest capability and the latest technology? And that's where we see an opportunity.

Okay. And my last question is simply, the SGIs, is there now going to be a pivot? Are we going to have to add anything there to further support the commercial water platform?

No. I think this is a -- this fits nicely into that SGI and exactly the type of asset we were thinking about when we built that. I think we've got some good organic capability we could add to this. And we're opportunistically looking, is there are other things that we can do as well? As I mentioned, commercial buildings, other adjacencies. But right now, I think this in itself is a great platform, and we bring a lot to this platform, and I think we've got some pretty good run rate here. Hello? Are there any other questions? Stephanie? Jim, just check on the audio.

Audio works, trying to contact the operator.

Are there more questions in the queue, Jim?

There are 2 questions left.

Okay. I want to get to those then. Stephanie?

Yes, sir. One moment. Can you hear me?

Yes, we can. Okay. Is there any way we can let those 2 questions in the queue, Stephanie? Jim, thoughts?

Since it seems to be an operator issue -- we're down to 1 question in the queue. So maybe, John, if you can give your closing remarks, and I'll follow up with the last person.

Okay. Well, thank you, everyone, for joining today's call, especially on such a short notice. In summary, we think Manitowoc Ice is a very strong strategic fit and a great addition to our commercial Water Solutions platform. We expect it to be a strong growth contributor, immediately accretive to 2022 upon closing, to be meaningfully accretive to 2023 and '25, generate strong cash flow, and we expect to use a strong cash flow to delever quickly. I would also like to thank our small but very talented deal team, our financial and legal advisers, and I will look forward to welcoming the Manitowoc Ice team to the Pentair family upon closing. Stephanie, you can conclude the call.

I think we can hang up and we will follow up with those on the line. Thank you.

Thank you, Jim. Appreciate it. Bye.