B. Riley Principal Merger Corp., Alta Equipment Holdings Inc. Announce Business Combination

Tue December 17, 2019 - Midwest Edition
B. Riley Principal Merger Corp.; Alta Equipment Holdings Inc.


B. Riley Principal Merger Corp., a special purpose acquisition company sponsored by an affiliate of B. Riley Financial Inc., and Alta Equipment Holdings Inc., a provider of premium industrial and construction equipment and related services, announced that they have entered into a definitive merger agreement for a business combination transaction to create a leading publicly-traded equipment dealership platform with an anticipated pro forma enterprise value of approximately $550 million.

In connection with the closing of the business combination, BRPM intends to change its name to Alta Equipment Group Inc. and intends to apply to list its shares of common stock on The New York Stock Exchange under the ticker symbol "ALTG." Alta Equipment is anticipated to have pro forma revenue of $900 million for the year ended Dec. 31, 2019, after taking into account the effect of the acquisition of two dealers by Alta contingent on the closing of the business combination which are currently under non-binding letter of intent and pending negotiation of definitive agreements.

Founded in 1984, Alta owns and operates as one of the largest integrated equipment dealership platforms in the United States, providing diversified product and service offerings across the industrial and heavy construction equipment markets for an array of manufacturers including Hyster-Yale Materials Handling Inc., AB Volvo and JCB Co. Ltd., among more than 30 others. With broad end market coverage in the construction, logistics and warehousing, wholesale and retail trade and manufacturing industries, Alta's business model consists of populating its geographies with new, used and rental equipment and contracting with its vast customer base to provide product support and services. Following the consummation of the business combination and the closing of the Potential Acquisitions, Alta Equipment will operate in 43 locations across Michigan, Illinois, New England, New York and Florida. The business combination is expected to accelerate Alta's acquisition strategy, including its geographical market expansion plans.

The Alta Equipment executive management team will continue to be led by Ryan Greenawalt, chief executive officer. The board of directors is expected to include Greenawalt, who will serve as chairman and Dan Shribman, chief investment officer of B. Riley Financial and the chief financial officer of BRPM.

Greenawalt joined Alta in 2008 and under his leadership Alta has successfully acquired 16 equipment dealers, grown revenue at a compounded annual rate of approximately 27 percent for the period from 2008 to 2019 (after taking into account the potential acquisitions that are anticipated to close at the time of the business combination), and created substantial equity value.

"The business combination with BRPM is an important next step in our growth strategy as we look to leverage our strong operating platform by expanding our dealer network in a fragmented market and driving profitable growth and cash flow," said Greenawalt. "This transaction is a great fit for Alta, providing efficient access to the public markets in partnership with a savvy investment firm with a terrific track record of supporting growth companies and positioning them to build shareholder value. We look forward to partnering with Bryant Riley, chairman and CEO of B. Riley Financial, Dan Shribman and the B. Riley Financial team and to becoming a publicly-listed company."

"We are thrilled to be able to partner with Ryan and his team," said Shriman. "Alta exhibits a rare combination of value, growth and tremendous leadership. Ryan's stewardship over the last decade speaks for itself. The pro forma business is anchored off an extremely high-quality parts- and service-led cash flow stream that we believe public markets will come to appreciate. Our growth lever is a robust acquisition pipeline, which we believe we are uniquely positioned to execute as the only publicly-listed industrial and construction dealership group in the country. Since Ryan returned to the business, Alta has completed 16 acquisitions, which allowed us to move into distribution of construction equipment and significantly expand our footprint. Alta has also entered into letters of intent to acquire the Hyster-Yale dealership in upstate New York and Vermont, and the Volvo dealership in Florida. We expect that these acquisitions will close at the same time as the business combination. These acquisitions will allow us to achieve operating leverage in the Northeast by expanding the geographically-contiguous territory beyond New England. And in Florida, we'll be acquiring the Volvo dealership in one of the most attractive markets for construction equipment in the U.S."

Bryant Riley, chairman and CEO of B. Riley Financial, said, "Alta is the exact type of company we envisioned bringing to market when we raised BRPM. This is a high-quality growth business with a proven management team that we believe deserves and will benefit from public currency. We have already seen a strong reception from a diverse group of long-term oriented shareholders, and we are excited to serve as a strategic partner to Alta in support of its future growth."

About Alta Equipment Holdings Inc.

Alta Equipment Holdings Inc. is a g provider of premium materials handling equipment, construction equipment, cranes, warehouse solutions, power generation equipment, and contractors' rental equipment. Alta is headquartered in Livonia, Mich., with 31 locations in Michigan, Illinois, Indiana and New England. Alta is a full-line materials handling and construction equipment distributor, offering sale of new and used equipment, long and short-term rentals, parts and service solutions and fleet management programs.

About B. Riley Principal Merger Corp.

B. Riley Principal Merger Corp. is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. BRPM raised $143.75 million in its initial public offering and began trading on the New York Stock Exchange in April 2019.

For more information, visit altaequipment.com and brileyfin.com.