Simpson Manufacturing Co., Inc. (SSD) Earnings Call Transcript & Summary

Greetings, and welcome to the conference call to discuss Simpson Manufacturing Company's binding offer to acquire the Etanco Group. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the call over to Madeleine Crane of Investor Relations. Thank you. You may begin.

Good morning, ladies and gentlemen, and welcome to Simpson Manufacturing Company's conference call to discuss the company's binding offer to acquire the Etanco Group. By now, all of you should have access to the company's press release, which was issued on Wednesday, December 29, 2021, at approximately 4:05 p.m. Eastern Time. In addition, a supplemental presentation to accompany the press release and today's conference call can be found on the Investor Relations page of the company's website at ir.simpsonmfg.com. Before we begin, I'd like to remind you that any statements made on this call that are not based on historical facts are forward-looking statements. Such statements are based on certain estimates and expectations and are subject to a number of risks and uncertainties. We encourage you to read the risks described on the first page of the supplemental presentation and in the company's public filings and reports, which are available on the SEC or the Investor Relations page of the company's website. Except to the extent required by applicable securities laws, we undertake no obligation to update or publicly revise any of the forward-looking statements that we make here today, whether as a result of new information, future developments or otherwise. Today's call is being webcast, and a replay will also be available on the Investor Relations page of the company's website. Now I would like to turn the conference over to Karen Colonias, Simpson's President and Chief Executive Officer.

Thank you for joining our call. We are very pleased to have announced that we have entered into a binding offer with exclusivity to acquire the Etanco Group for EUR 725 million or approximately USD 818 million. On today's call, I will discuss the strategic rationale behind the Etanco acquisition, and Brian will provide additional details regarding the transaction synergies, financing and timing. Etanco is a leading European provider of fasteners and accessories that attach waterproofing, cladding, roofing and facade systems. In addition, their solutions include mechanical anchors and adhesives for concrete applications. Many of these solutions are similar to our current product lines and end markets. Etanco fits with both Simpson's 5-year company ambitions and our key growth initiatives, which we unveiled as part of our Analyst and Investor Day in March of 2021. Our 5-year company ambitions are to strengthen our values-based culture, be the partner of choice, be an innovative leader in the markets we operate in, continue your above-market growth relative to U.S. housing starts, expand our operating income margins to remain within the top quartile of our proxy peers, and expand on our return on invested capital to remain within the top quartile of our proxy peers. Etanco's business model and anticipated transaction synergies reinforce our 5-year company ambitions. Etanco also has a similar values-based culture and a passionate team of fastener experts focused on exceptional customer service. Their high-quality products, coupled with quick deliveries and dedicated technical assistance, match the key cornerstones of Simpson's business model. Similar to Simpson, Etanco also focuses on innovation, providing customized technical solutions that meet market regulatory requirements. These characteristics have established Etanco's strong brand reputation in Europe and build their leading market position in the countries they operate in. We will leverage Etanco's product offering to expand our portfolio of solutions, helping promote Simpson as the partner of choice in Europe. Further, Etanco's leading market position in Europe will support our company-wide goal of achieving above-market growth relative to U.S. housing starts. Finally, we expect the net sales contribution and operating synergies from this acquisition to drive approximately 500 basis point improvement to Europe's operating income margins by the end of 2025. Turning to our key growth initiatives. Etanco's product line expands our solutions in the OEM, R&R and DIY as well as mass timber markets. These markets have a broad product opportunity for fastener solutions, helping meet our goal of being a leader in engineered low graded construction fastener solutions. Etanco's concrete products will facilitate growth in the commercial markets, another one of our key growth initiatives. Etanco is the ideal company to support our continued expansion in Europe as well as foster our key growth initiatives. This acquisition will broaden our product portfolio of solutions, including entrance into new commercial building offerings, strengthen our market share in Europe and create key synergies to drive growth. Etanco's primary product applications support the attachment of waterproofing, roofing, cladding and facade systems. And Etanco has over 80,000 SKUs with 150 patents to support the applications critical to a building's construction and overall performance. Etanco's leading position in the European fastener building market directly aligns with our goal to become the leader in engineered load rated construction fastening solutions. In addition, Etanco's commercial building applications will broaden our product portfolio and further diversify our revenue streams, both geographically in Europe and through commercial building opportunities. By leveraging Etanco's strong position in the European fasteners and accessory space, post-closing, our construction fastener addressable market increases from $1 billion to $1.5 billion, and our combined market share grows from 19% to 29% or $429 million. In terms of Wood connector and truss and concrete, our addressable markets remain unchanged. However, it is important to note that Simpson and Etanco's combined market share in the wood connector and truss market increases by 100 basis points to 37% or $916 million. And in the concrete market, our market share grows by 400 basis points to 18% or $232 million. Upon closing, we believe there are important combined synergies to achieve through our complementary products as well as the Etanco's ancillary product lines. We will expand our geographic reach in Europe by selling our wood construction products and fasteners into new markets such as Italy. Further, Etanco's large portfolio of anchors, fasteners and accessory products will broaden Simpsons' product offerings, providing our customers and distribution channels a wide range of solutions. In addition to cross-selling opportunities, we will increase our share of direct sales business by leveraging Etanco's go-to-market model, which includes a significant amount of direct sales. Finally, as previously noted, Etanco enables entry into new commercial building envelope markets. I'd like to provide more details on one of these commercial applications. Etanco is focused on creating innovative products to assist with energy conservation, positioning them at the forefront of the ongoing energy transition in Europe. Following the EU Green Deal and France's regulation RT 2020, which became effective in 2021, regulations on energy consumption and thermal performance for both residential and nonresidential buildings in France require them to produce more energy than they consume. One method to achieve RT 2020 is optimizing roofs and walls to improve thermal performance. This results in a shift from internal to external insulation as well as demand for increasingly sophisticated fastening products where Etanco is a key player. We look forward to participating in this important and growing market in Europe, while playing a greater role in improving thermal building performance. In summary, 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 establishing a leadership position in structural fastener solutions. We believe the acquisition of Etanco will materially contribute to both net sales and operating income margin expansion in Europe, and in turn, create value for all key Simpson stakeholders. I'd now like to turn the call over to Brian, who will discuss the key synergies, financing and timing of the acquisition in more details.

Thank you, Karen, and good morning, everyone. Etanco's established brand reputation, product reliability and innovative offerings has enabled it to successfully achieve consistently strong margins for their products. For the 12 months ending September 30, 2021, Etanco's net sales were approximately USD 291 million, with a gross margin of 41.4% and operating income margin of 19.7%. The EUR 725 million or roughly USD 818 million purchase price of Etanco represents an approximate 11.9x multiple of trailing 12 months adjusted EBITDA. Please note that these financials are in accordance with French GAAP and are subject to change following conversion to IFRS or U.S. GAAP accounting standards. The acquisition will be funded with a combination of $100 million of existing cash and new debt. In connection with the acquisition, we will increase our existing revolving credit facility from $300 million to $450 million, and have obtained a commitment for a $450 million unsecured Term Loan A from Wells Fargo Bank and MUFG Union Bank. We remain committed to diligently managing our balance sheet, and we believe our additional borrowing capacity will provide us with ample liquidity. Further, we calculate the pro forma leverage ratio using the trailing 12 months ended September 30, 2021, to be approximately 1.3x. Our capital allocation priorities will focus on organic growth, debt repayment and maintaining our quarterly cash dividends. Our integration efforts will begin immediately upon closing, and we will engage a third-party consultant to assist with the process. Our efforts will focus on incorporating Etanco's products into existing Simpson distribution channels, increasing Simpson's market share by selling our products into new markets and channels, as well as recognizing additional synergies through procurement optimization, manufacturing efficiencies and operating expense efficiencies. As a result, we expect to achieve $30 million of annual operating income run rate synergies within 36 months following the closing of the acquisition. While the integration process will add some near-term costs, the acquisition is expected to be accretive to Simpson's earnings in the first full year of operations after the closing and we expect roughly 500 basis points of improvement to Europe's operating income margins by year-end 2025. We expect the transaction to close near the end of the first quarter of fiscal 2022, subject to the satisfaction of certain customary conditions. Now I'd like to turn the call back to Karen for some closing remarks.

Thank you, Brian. We are very pleased to share the news of our binding offer to acquire the Etanco Group. This acquisition directly aligns with Simpson's business model and values. It meets our acquisition strategy and supports our company ambitions and key growth initiatives. We'd like to recognize Etanco's deep 70-year roots and the current management team who has fostered Etanco's innovation and development over the past 18 years, driving their track record of sustained profitable growth and strong operating margins. We are very excited to work with the talented Etanco team and to begin realizing our combined potentials together. With that, I'd like to open the call up for questions. Operator?

[Operator Instructions] Our first questions come from the line of Daniel Moore with CJS Securities.

Let me start with, Brian, you gave gross margin profile. Very helpful. Maybe talk about that across product categories for Etanco. And how much of the 500 basis point or an uplift target in Europe that you see between now and 2025, how much of that is sort of in the gross margin line versus SG&A leverage?

Yes, Dan, it's going to be -- I don't have a breakdown for you among the Etanco product group, but that's the all-in number. Although as we think about their operating margin profile higher than Europe than a strong tie in Europe today. So the combination of that business with the -- our current Simpson business and then adding in purchase price accounting, amortization of intangibles, for example, gets us to the 500 basis point improvement in 5 years. It is -- or in 2025, it's certainly -- with some one-time or costs that are in the first couple of years of integration, it will ramp to that, but that 500 basis point improvement would be once we fully recognize and are achieving the synergies that we expect. And again, the estimated costs for intangible amortization expense gets us to that 500 basis point improvement.

Okay. Then maybe talk about the -- obviously, commercial being a big area of opportunity that you've identified, talk about their mix or split between commercial and residential and maybe any market share or just describe your leadership position in commercial in Europe and France, specifically?

Yes, Dan, so Etanco is predominant. Their business is commercial. If we look at their split in France, they've got about 57% of their revenue is in France. The next largest would be in Italy at about 14%. And so when we think about commercial buildings, they're not really currently working on what we would call residential, right, single-family or multifamily residential. These are commercial apartment complexes, commercial warehouses, where you're attaching waterproofing, you're providing the facade, which gives you the ventilation to help you with your thermal breaks. So predominantly, I mean, I would say, well over 90% of their business is based on commercial applications. They have a predominant market in France in that commercial business, a couple of competitors. I think we've talked about SFS is one of the competitors, another company called Benoit is a competitor, but they definitely have the largest market share in France, about 60% of the market share in France in the building envelope space.

Super helpful. And maybe just following on the synergy target. Obviously, impressive, you're looking at that $30 million over 36 months. How do we think about that between -- the breakdown between revenue and cost synergies? And what are the primary risks in your mind? And what could create upside to those targets?

So probably a little bit less than half are in offensive selling synergies and with -- and we'll go into that here in just a moment. The balance, whether it be procurement or within factory utilization, other operating type items that we would look at capturing synergies there. But as we think about the offensive synergies on revenues and that assumes the margin associated with that additional revenues, whether it be having some of our traditional strong tie type products rolling through their distribution footprint or vice versa, taking their products and moving them through our customer base and customer footprint, looking at being able to capture both of those from the offensive side. And then you mentioned what's the upside on that. As we look at those numbers, we try to take a risk-adjusted approach when we develop those estimates, and depending on how quickly we're able to execute on those plans, that would be the opportunity for potential upside there.

Perfect. And last for me, and I'll jump back in queue. But just in terms of leverage and liquidity. I think, Brian, you said pro forma net leverage 1.3x, and yet you have a 2-year target to be under 1.5x. And by my math, you'll be -- net debt will be below $500 million pro forma and EBITDA will be approaching $500 million pro forma. So just happen to -- it seems a little conservative, the 2-year target. Do you have more buybacks? Is there more cost ahead of us? Or am I just missing some calculation? Any thoughts there?

You're welcome, Dan. And I appreciate that the EBITDA leverage pro forma with using the trailing 12 months through September would have been the 1.3x. So the comment on the press release, a bit overly conservative there. But at closing, it would be closer to that 1.3 number and potentially trending down as we pay down some of that debt, but obviously generate cash and EBITDA through that cycle.

Our next questions come from the line of Tim Wojs with Baird.

Happy New Year. Congrats on the deal. Maybe just to start, could you just give us a little bit of background on the process and any sort of historical relationship with Etanco? And if this was kind of a marketed M&A transaction or if this is something that you guys kind of discuss on a full source basis?

Yes. So Tim, this is Michael Olosky. I'm the COO. So as you probably know, we have an acquisitions team that's regularly scanning the market along with our business leaders to identify targets. As an executive leadership team, we're regularly reviewing that list to make sure we're focusing on the right contacts. So we've got these companies on a radar screen. We placed additional emphasis on firms that are PE-owned because we think that makes the transaction feasibility a little bit higher. And then after one of the later reviews in the summer, we identified Etanco as a target. We had reached out to them and heard that they were about to begin a process. We got in early. And as a result of that, we are now in an exclusive situation.

Okay. Okay. That's helpful. And then maybe on the direct sales channel. It seems like something you're excited about internally. Could you just talk about what exactly that is? And I guess, how it differs from the wholesale channel? And is that something that eventually you could kind of bring over to the U.S. to get bigger in U.S. commercial construction?

Yes, Tim. Again, it's Mike. So the direct sales business is roughly -- over 60% of it is direct sales to these commercial buildings customers. Just to give you a feel for it, they have 20,000 customers in Europe, and no customer is larger than 1.5% of the total turnover. So they have a relatively large sales team. Karen and Brian and I have met with their sales leaders just to understand how they run it, how they do a very good job of focusing on the best opportunities. They run the sales team very, very professionally. And by having that direct relationship with the end customer, we're not reliant on a distribution partner to help us make the end sales. So we think it puts us a little bit more in control of the situation. And then obviously, there's not a margin situation we need to share with the channel partner in that case.

And maybe I would just add...

[indiscernible] because it's commercial and each job kind of needs like a specific kind of specialized sales force team to kind of drive it? Is that the main difference?

Yes. Let me just add one thing here, Tim. As Mike pointed out, these are commercial projects. And so there are potentially unique per each project. So when we think about a distributor, it's really stocking a product that can be used for multiple applications. And this type of commercial projects are really something that would be hard to determine what the stock. But as you know, as we look at some of the commercial projects that we are rolling out in the U.S., we are also taking those through a direct channel. So if you think of our structural steel, that goes direct. If you think of some of our concrete products, our carbon fiber, that also goes direct. So really what's happening, as you look at commercial applications in both the U.S. and Europe, the best way to provide service and product to the customers is more of a direct model.

Okay. Okay. That makes sense. Okay. Perfect. And then just on a couple of numbers related questions. Do you have any estimate for what intangible amortization might be? And I guess, when you're talking about accretion, it sounds like it's all in GAAP. Every kind of onetime costs inventory step up, all that stuff is going to run through and it's going to still be accretive. Would you consider kind of an adjusted EPS metric that would take out some of those onetime costs, just make it easier for investors to kind of understand the underlying business?

Tim, it's Brian. So part of our initial modeling and some of the work that we've done in diligence was making sure some of our valuation professionals, external have given us some feedback on what that purchase price adjustment -- purchase price accounting adjustments might be. They're very, very high level at this point, so I don't -- I wouldn't feel comfortable giving you a specific amount yet, although we've modeled our estimates into that 500 basis point margin improvement in Europe to get there. So assuming some intangible amortization. But as we think about the -- and year 1 accretion levels with potential onetime costs. We -- at our current estimates, we still feel that year 1, first full year would still be accretive. But it is really too early to tell specifically what the valuation adjustments will do. But -- and your second point around providing those adjusted numbers or non-GAAP numbers. We're evaluating whether we would do that or not, but we would want to be able to provide the readers of the financials, information to be able to see what type of expenses are associated with the step-up accounting adjustments that you talked about, any at close or shortly after close costs that are associated with it to be able to at least see what those are. But whether we do full non-GAAP, to be determined, but we would definitely want to be able to provide the granularity of what expenses would be that are not reoccurring or would be associated with the step up in fair value.

Okay. Okay. Good. Yes. The transparency would definitely help. I agree with that. And then the last one, just for me, just on incentives, too. You're hiring a consultant to kind of help with the synergies. So I guess, how will the incentive structure work there for the consultant? And then the second is, what type of kind of incentives are there for management to stay on with Etanco? And is there a plan for them to do so?

Yes. So let me hit the management team first. So they're a market leader, obviously, Tim, and we've met the CEO and several of their leaders, and we're very impressed in how they run the business and how they have developed things over the last several years. It is obviously larger than our business in Europe, so the management team and the footprint that Etanco has will play definitely a key role going forward. We are looking at various plans to make sure that we have them incentivized on us hitting our 2025 targets. We're still working through some of the details on that part as well. And then the consultants, we want to bring in some consultants to help us do this as fast as possible so we realize these synergies ASAP. We'll be talking with several consultants over the next couple of weeks to really dial that in. And until then, it's kind of TBD.

Our next questions come from the line of Julio Romero with Sidoti.

This is Noah on for Julio. I know you guys touched on it a little bit, but could you expand on the French regulation RT 2020 contracted to Simpson's products being specified in the building plans here in the U.S.?

Yes. So let me take that. The RT 2020 is a French regulation. And I think you're probably aware, in Europe, there is a very, very large push for energy efficiency in all of their buildings. And so this RT 2020 is really looking at the country of France getting to the point where the buildings are more than energy neutral actually creating energy versus what they're using. And so what that means is, from an installation standpoint, you have what's called the ventilated facade. Etanco has both connector angle brackets as well as fasteners that help with this ventilated facade, and that's what helps you with this thermal performance of the building. So it's really a type of connection as well as a fastener that helps with this meeting this RT 2020. So this is currently a French standard. But as we know in Europe, those standards will tend to start to work their way through other countries in Europe. We see parts of this in the U.S. There is obviously some need for more thermal efficiencies in our buildings. We are not to the point in the U.S. where these buildings are energy neutral or even creating energy, but it's certainly something that in the future could come to the U.S. market as far as the thermal requirements on what these buildings currently do. But again, RT 2020 is a French standard. It was adopted in 2021, and it requires that the buildings actually create energy versus using energy.

And the standard doesn't necessarily dictate how they go about doing that. You can probably imagine a wide variety of ways to achieve that goal. But extra insulation and the items that Karen mentioned is one element that could help those structures achieve that goal, and we feel that's something that obviously takes advantage of a different type of fastener, requires some unique solutions there. So fastening could be one of the areas that helps building owners, structure owners, homeowners, to achieve that goal.

And one more, I just wanted to touch back on the direct sales model. And just kind of like how much of a driver is the direct sales model to Etanco's 19% operation margin?

Well, I think as Mike mentioned, on a direct sales model, definitely more control over products that we're selling to the customers and with what -- what those margins and what those prices are. Again, it's more of the way to go to market that's best for the company. That's why they have a direct sales model. And it is the majority of their business is that direct sales model. So it's really providing that customer solution and service, and in a direct model is more efficient for those customers than trying to find it through a distribution type of model.

Yes, they do have a very, very broad product line. I think we mentioned 80,000 products. Many of these products are made to order because it's highly customized and you just obviously can't inventory that much product, and that's another benefit of having a direct sales team to manage that process.

Our next questions come from the line of Kurt Yinger with D.A. Davidson.

Happy new year, everyone. I just wanted to circle back on the cross-selling opportunities. I mean, when I think of Etanco and the commercial buildings market, it seems a bit different from at least the focus of the existing Simpson business. I was just hoping to maybe get a little bit more color on kind of specific examples of that cross-sell opportunity. And then with their strength in fasteners and fastening solutions, is that something that could be kind of transferable and help you kind of within your key growth initiatives here in North America? Or do you think the strength of that business will be pretty focused in Europe?

So it's Mike, and let me hit those questions. So let me hit the last one first. So we do think it's a good fit for the U.S. market, but we want to make sure that we finalize the integration in Europe first. In parallel, we will do a little bit of evaluation on the U.S. market and how we think it rolls out. A good example here, we talked a lot about our structural steel connectors going into the commercial space. While those same projects will need facades, roofing systems and all kinds of opportunities for fastening systems specific to the commercial market. So -- but that's a little bit on the back burner to make sure that we get the integration done correctly. So to your first point, I'll give you 3 very specific examples of how we're anticipating we can drive off into synergies. So the first one is they have a factory that manufactures mechanical anchors in Europe. We do not. We have a very, very limited amount of mechanical anchor sales in Europe. We have a significant amount of sales in the U.S. We just haven't had the right setup to be able to drive mechanical anchor growth in Europe. And now, with an established brand, established manufacturing facility, pretty good sales critical mass in the mechanical anchor space, we believe rolling that out to our product line, we can drive some nice offensive synergies. That would be 1 example. Second example is Italy is a fairly well-established market for connectors. We have very limited business in the connector space for a variety of reasons. We think there's some nice opportunities for us to roll out our connector product line through their established team in Italy that sells their mechanical anchors today to get to the residential applications. And then the third example is the Etanco product. The Etanco business model is not fully rolled out across Europe, in part because they haven't had an established presence in several countries. In some areas, for example, the Nordic region, we do have an established team, an established presence all set up there. We believe that's an opportunity for us to take their business model focused on commercial applications and roll that out into areas where we're already established.

Got it. Okay. That's super helpful. And I guess just kind of on historical growth and margin trends for Etanco, what does that look like? And is it fair to assume that they have kind of similar dynamics with fuel prices and sales and margins as the Simpson business does?

Well, from an organic perspective, going back, I think, from 2018, it's about 5.5% organic compounded annual growth rate that they've experienced. And when we look at their margin and relative to steel pricing, it's similar to -- the dynamics are more similar to our European strong tie business versus our U.S. business. So for example, in the U.S., North America, we've seen very strong margins as of late due to the timing of material price increases flowing through our cost of sales. relative to the price increases that we pushed out. In Europe, it has been less of an impact in that regard. And they've experienced, I would say, similar trends in that regard.

Got it. Okay. That's helpful. And just on the 500 basis points of European operating margin improvement, what is that kind of relative to? Because if I look at on a trailing 12 basis Etanco with your Europe segment, pro forma is about 15%. And realizing there's some purchase accounting that's likely to drag that down, what is, I guess, the 500 basis points on top of just the 2020 Europe margin?

Right. It is the -- let's see, looking at the -- just our European business there. It's been doing very nicely, but up over prior few years. But the -- so the combination of the Etanco business with the Strong-Tie business, mixing in the estimates for the purchase accounting and adjustments for intangibles, et cetera gives you to that 500 basis point difference in 5 years.

Got it. Okay. And just last one for me on the new term loan, any kind of indication about how we should think about the interest rate on that debt?

So right now, it's too early to tell -- to disclose what that is. We'll be going out and doing -- our bank group will be going out with syndication effort on that. And so more details to come as we get closer to closing on the transaction. That upsized financing is dependent on closing this transaction. So we won't -- we'll do all those upsized debt when we close this purchase. So end of first quarter would be that timing. So more to come there, Kurt, once we get a little further in the process.

Our next questions come from the line of Daniel Moore with CJS Securities.

Maybe just 1 or 2 quick follow-ups. The regulation, the RT 2020 notwithstanding, just any more color around how codes and standards impact the Etanco business kind of relative to your core anchor business?

Yes, that's a great question, Dan. So again, when you think -- and I'm going to define 2 things here. So anchor business would be their mechanical and adhesive anchors which are anchoring into concrete. Those require European approvals. They've got significant testing that's necessary. So that those products, very similar to the U.S. market, would be specified on the plan. So if you think about, as Mike mentioned, the products that we're producing in Italy, those are the mechanical anchors. Those have what's called ETAG approvals or CE markings. Those are kind of equivalent to the U.S. ICBO type of standards. When we talk about the building envelope and now we're talking about the fasteners and the metal clips necessary to provide this thermal break, those are -- you have to prove that you've got this thermal break, right, that you're getting to this energy positive type of buildings. And so there's -- there are standards necessary to meet those factors also, very similar to, again, a CE marking or an ETAG approval. And these -- Etanco has -- we didn't list it here, but they do have several code reports, again, in parallel to what an ICBO code report would be. So that's the key on how to be sure that, that product for the building owner is meeting this RT 2020 by having this gap, the complete system to be able to meet this energy-positive buildings.

That is helpful. And more broadly, does this give you a platform to accelerate M&A in Europe? Or is this something that now that you kind of have built out, you'll focus on leveraging Etanco in the existing business for the next, call it, 1, 2, 3 years?

Well, as you know, one of the exciting things about this is the fact of the size of the acquisition and really what it's doing for our European operations. I mean Europe will now be about 25% of total company global revenue. So we're really helping balance that sort of that portfolio of not just being associated with U.S. housing starts. And I always want to put this caveat when I say that, that does not mean we're not focused on continuing to have our north of 75% market share on connectors in U.S. housing starts. So but we really like the balance. But we will continue the -- as we've talked about, there are some small connector companies in Europe that we've been in conversations with for a very, very long time. We'll continue those and we'll see if any of those become available. As we talked about on the residential connector side of the business, in Europe, we've got about 30% to 35% market share. So if those were to come available, we would still be very interested in pursuing those. But this really gives us a nice sized business in Europe to really help as we talked about from both a volume standpoint, SG&A standpoint and really that operating income improvement line.

Very helpful. Lastly, any -- obviously, it's with exclusivity. Are there any regulatory antitrust, any other barriers to closing that are on your radar?

Nothing significant, Dan. In France, there are some required communications with their works council group. But we understand that's fairly standard process that they go through, but nothing significant from a regulatory approval perspective.

Thank you. There are no further questions at this time. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.