Acuity Brands, Inc. (NYSE: AYI) (the “Company” or “Acuity”), a market-leading industrial technology company, has reached a definitive agreement to acquire QSC, LLC (“QSC”) for a purchase price of $1.215 billion, or $1.1 billion net of approximately $100 million in present value of expected tax benefits. The net purchase price represents approximately 14 times QSC’s estimated EBITDA for the last twelve months ending August 31, 2024. It is expected to be accretive to Acuity’s’ fiscal 2025 full-year adjusted diluted earnings per share.

“In our Intelligent Spaces business we are delivering meaningful outcomes for end users that are powered by disruptive technologies and that generate strong financial results,” said Neil Ashe, Chairman, President and Chief Executive Officer of Acuity Brands, Inc. “QSC has built a differentiated cloud-manageable audio, video and control platform that controls what happens in a built space. Our acquisition of QSC builds on our vision of data interoperability as we continue to make spaces smarter, safer and greener.”

QSC is a disrupter in a large and transforming AV&C industry. It provides a cloud-manageable audio, video and control platform that includes controls, sensors and software with broad applications across multiple end-markets including education, commercial, hospitality, government, healthcare and transportation. QSC delivered sales of approximately $535 million for the twelve months ending August 31, 2024.

“We are excited to be joining a company that is aligned around our long-term mission and shares our values,” said Joe Pham, Chairman and Chief Executive Officer of QSC. “Our shared vision of how we can leverage data with our technology solutions will elevate our ability to service our end-users and drive growth.”

Acquisition Financing and Close

We anticipate funding the transaction using $600 million of term loan financing and the remainder with cash on the Balance Sheet.

The transaction is expected to close in the second-quarter of fiscal 2025, subject to customary closing conditions, including, among others, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Allen & Company LLC is serving as financial advisor to Acuity and Baker McKenzie is providing external legal counsel. JPMorgan Chase Bank, N.A. and Bank of America, N.A. are leading the financing.