Rocky Brands, Inc. to Acquire Honeywell’s Leading Brand Portfolio, Including The Original Muck Boot Company and XTRATUF

NELSONVILLE, Ohio – () – Rocky Brands, Inc. (NASDAQ: RCKY) today announced that it has entered into a definitive agreement to acquire the performance and lifestyle footwear business of Honeywell International, Inc., including the brands of The Original Muck Boot Company and XTRATUF shoes, for a purchase price of $ 230 million.

Jason Brooks, President and CEO of Rocky Brands, Inc., said, “With the acquisition of The Original Muck Boot Company as well as the XTRATUF, Servus, NEOS and Ranger brands, we will significantly enhance our powerful portfolio of shoe brands and dramatically increase our sales and profitability. We are acquiring a well-run business with a corporate culture and customer base similar to ours, which offers significant growth opportunities within our existing categories as well as entry into new market segments. Its innovative and authentic product collections complement our existing offering with minimal overlap, which will allow us to strengthen our relationships with wholesalers and serve a wider consumer audience. At the same time, we plan to leverage Rocky’s advanced execution capabilities to improve the distribution of new brands to wholesale customers and accelerate direct penetration to consumers. I am incredibly proud of the success our organization has achieved over the past few years, and I am delighted to continue our momentum as we embark on this exciting new chapter for the Company. ”

“We are thrilled to join Rocky Brands,” said Craig Reingold, president of Honeywell’s lifestyle footwear business. “This transaction will bring together many strong and popular brands. As we look to the future, the combined entities provide our passionate associates with greater opportunities to serve our accounts and the consumers who have come to love our brands. I couldn’t be more proud of the team and their success in building our brands over the past few years. We look forward to a smooth integration and will capitalize on our collective experience, innovation and operational expertise to generate exceptional growth for years to come. ”

Lifestyle and performance Company presentation

The portfolio of brands acquired has made it possible to retain consumers strongly thanks to years of development of innovative and quality shoes. For 2020, net sales are estimated to be approximately $ 205 million with EBITDA of approximately $ 24.5 million. Business grew in 2020 with an acceleration in performance throughout the year, culminating with strong revenue growth in the fourth quarter.

  • The Original Muck Boot Company pioneered the premium rubber and neoprene boot category by delivering remarkably weather-resistant and exceptionally comfortable products made with premium materials designed to brave every element. For more information visit www.muckbootcompany.com

  • XTRATUF is a leading outfitter in the commercial fishing segment having provided Alaskan fishermen with capable, comfortable and reliable footwear in wet conditions for nearly 60 years. For more information visit www.xtratuf.com

  • The Servus boots date back to the 1920s and today the brand is known for its high quality and accessible PVC footwear designed for wet working conditions.

  • NEOS is known for its extreme traction shoe covers. Its products are proven to keep feet dry and comfortable in extreme conditions and on almost any terrain.

  • Ranger boots are designed for cold and wet weather and offer exceptional comfort and functionality at a great price.

Nasdaq Listing Rule 5635 (c) (4) Incentive Grants

As part of the signing of the purchase agreement, seven management employees of Honeywell’s lifestyle footwear business located in Westwood, Massachusetts, entered into employment contracts with Rocky Brands, the effectiveness of which is contingent on the closing of the transaction. As an incentive to enter into the employment contracts, Rocky Brands agreed to grant stock options to the seven management employees, totaling options to purchase 25,000 shares, as of the closing date of the transaction. The options have a term of 10 years from the grant date and vest 50% on the first anniversary of the grant date and the remaining 50% vest on the second anniversary of the grant date. The options were granted as an employment incentive in accordance with Nasdaq Listing Rule 5635 (c) (4).

Financing of transactions

The purchase price is funded by an $ 80 million senior secured credit facility with Bank of America, NA, a $ 130 million senior secured term loan facility with The Direct Lending Group of TCW Asset Management Company LLC , and cash. The credit facility bears interest at LIBOR plus 1.50% and the term loan bears interest at LIBOR plus 7.00%. The terms of the credit facility and term loan will be discussed in more detail in the Company’s Form 8-K filed with the Securities and Exchange Commission.

Approval and closing of the transaction

The definitive purchase agreement, which is subject to customary closing conditions and regulatory approvals, has been unanimously approved by the Rocky Brands board of directors and is expected to close in the first quarter of 2021.

Advisers

B. Riley Securities acted as financial advisor to Rocky Brands, Inc. and provided its board of directors with a fairness opinion. Porter Wright Morris & Arthur LLP served as legal counsel to Rocky Brands, Inc. Centerview Partners served as financial advisor to Honeywell, and Crowell & Moring LLP served as legal counsel.

About Rocky Brands, Inc.

Rocky Brands, Inc. is a leading designer, manufacturer and distributor of premium footwear and apparel marketed under a portfolio of well-known brands including Rocky®, Georgia Boot®, Durango®, Lehigh® and the brand under Michelin® license.

Caution regarding forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain and involve potential risks and uncertainties. A number of factors could cause actual results to differ materially from these statements, including, but not limited to, risks relating to the Company’s proposed acquisition of the Honeywell footwear business, including the the possibility that the conditions for closing the proposed transaction will not be met or waived, including that a government entity may prohibit, delay or refuse to grant an antitrust approval; delay in closing the transaction or possibility of non-consumption of the transaction; the occurrence of any event that may result in the termination of the Purchase Contract; risks inherent in achieving expected financial results, including sales, gross margins, earnings before interest, taxes, depreciation and amortization, and earnings per share, and cost synergies for the acquisition and timing of this one; the risks that the wait, financing and efforts to complete the transaction could disrupt the Company or the acquired business or their respective management teams; the effect of the transaction announcement on the acquiree’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other third parties; risks associated with the integration of the acquired business with the Company and other factors. Additional information regarding other risks and uncertainties that could cause actual results to differ materially from those projected or suggested is contained in documents filed by the Company with the SEC during the past 12 months, copies of which are available from the SEC or the Company on request. The Company disclaims any obligation or commitment to disseminate any update or revision of any forward-looking statement contained in this press release or to reflect any change in the expectations of the Company after the date hereof or any change in events, conditions or circumstances on which a statement is based, unless required by law.

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