FFL Partners to combine Lapolla with Icynene in US $160M deal

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By Ted Liu

Icynene U.S. Holding Corp., a portfolio company of FFL Partners, has entered into a a definitive agreement to acquire Lapolla Industries Inc. (OTCQX: LPAD) at US $1.03 per share. The transaction is valued at approximately US $160 million, including net debt.

Lapolla stockholders holding approximately 78% of Lapolla’s issued and outstanding voting shares have executed a written consent approving the merger agreement and the transaction.

Lapolla Industries is controlled by Richard J. Kurtz, CEO of the Kamson Corporation and Lapolla’s Chairman, who beneficially owns approximately 55% of outstanding common stock.

FFL Partners, formerly known as Friedman Fleischer & Lowe, LLC, a San Francisco, California based middle market private equity firm, acquired Icynene Group Limited in November 2014.

The transaction will combine Icynene, a Mississauga, Ontario based manufacturer and distributor of high performance, one step spray foam polyurethane foam insulation (SPF) products, with Lapolla, a Houston, Texas based global supplier and maker of SPF products.

The combined company’s energy-conserving SPF insulation products will serve a wide range of new residential, commercial, remodeling, and specialty non-construction insulation project needs in North America and globally.

“Icynene is thrilled to partner with Doug Kramer, the President and CEO of Lapolla, and his team as Icynene and Lapolla combine businesses to create an innovative leader in high yield SPF manufacturing and distribution,” said Mark Sarvary, Chief Executive Officer of Icynene. “Consumers are increasingly turning to high quality spray foam that forms an effective air barrier to meet their energy saving insulation needs. Together, as one company, Lapolla and Icynene will have more resources to fully serve our respective customers and positions both companies for long-term, sustained growth.”

“During the past several months, Lapolla conducted an extensive review of strategic opportunities to enhance value for our stockholders and Lapolla is happy to have reached this agreement with Icynene, which delivers a significant premium to Lapolla’s stockholders,” said Kramer, who will remain with the company.

“This is an exciting time in the insulation industry and Lapolla couldn’t be more pleased to join with Icynene, a combination that brings together two leading SPF brands, and work together to bring downstream value to Lapolla’s and Icynene’s mutual associates, team members, customers and consumers,” said Kramer. “Mark and I look forward to bringing our complimentary experience together to strengthen our combined business”.

Houlihan Lokey served as the exclusive financial advisor to Lapolla in connection with the transaction.

photo credit: Lapolla