Tonkon Torp guided client Herbert Malarkey Roofing Company through a successful $1.35 billion stock sale to Switzerland-based Holcim Group, one of the world’s largest building products companies. The deal secured a place as one of Oregon’s largest M&A transactions in 2021.
Founded in 1956, the Portland-based business has grown to become a leading supplier of residential and commercial roofing products. Malarkey’s markets span the Northwest, Southwest, and Midwest and include production facilities in Oregon, California, and Oklahoma. Malarkey Roofing, still wholly family-owned, hired Tonkon Torp in March 2021 to help identify strategic options for taking the company into its next phase.
Led by Jeff Cronn, a team of transaction attorneys and specialists convened to advise and prepare Malarkey Roofing for the intense scrutiny of an active bidder solicitation and auction process, which would be led by BofA Securities. Attorneys joining Jeff to lead specific aspects of the sale included Claire Brown, Ferdie Ruplin, Drea Schmidt (all corporate/M&A), Jeanette Schuster (environmental), Michael Millender (tax and employee bonus/benefit issues), Chris Erickson (IP), Kimberlee Stafford (real property), Mark LeRoux (tax), and Tom Palmer (antitrust and corporate).
The work performed by the attorneys touched all aspects of the business, including corporate and contract clean up, diligence and purchase agreement negotiations with multiple bidders, advice on environmental, real property, tax and intellectual property issues, directors and officers insurance, representations and warranties insurance, shareholder information and disclosure issues applicable to 55 family shareholders, a corporate restructure, payment of transaction bonuses subject to federal tax (280G) requirements, and federal antitrust (HSR) filings with the Federal Trade Commission.
With a solid corporate and legal foundation in place, Malarkey’s auction process drew 49 participants. It concluded with a $1.35 billion stock purchase agreement between Malarkey and Holcim Group. Upon announcing the completion of the sale on March 1, 2022, Holcim CEO Jan Jenisch welcomed the 600 U.S.-based Malarkey employees into the Holcim family.