USI and Hennessy Capital Announce Merger Agreement

April 4, 2016

USI is a leading provider of installation, construction and distribution services to the residential and commercial construction markets in the United States.

On April 4, Willkie client United Subcontractors, Inc., a leading provider of installation, construction and distribution services to the residential and commercial construction markets in the United States, announced that it had entered into a definitive merger agreement with Hennessy Capital Acquisition Corp. II, a special purpose acquisition company, pursuant to which Hennessy will acquire all of the outstanding capital stock of USI Senior Holdings, Inc., the indirect parent company of USI.

Under the terms of the merger agreement, the aggregate merger consideration is $348.5 million, subject to certain adjustments.  Hennessy will pay the total merger consideration with a combination of cash and newly issued shares of common stock.  The cash consideration will be funded through a combination of (i) cash held in Hennessy’s trust account after any redemptions of Hennessy common stock, (ii) cash raised in an anticipated $100.0 million debt financing, and (iii) the net proceeds, if any, received by Hennessy from a potential private placement (at Hennessy’s option) of up to $35 million of Hennessy’s convertible preferred stock to one or more institutional investors. The stock consideration will equal approximately 7.1 million shares of Hennessy common stock, which will result in USI’s stockholders owning approximately 22% of the combined company (assuming no redemptions of Hennessy common stock or purchase price adjustments). The transaction is expected to close in the third quarter of 2016.

The deal team was led by partner William Gump and included partners Cristopher Greer, Mark Holdsworth, David Tarr, Anthony Carbone and Eugene Chang; counsel Daniel Backer and William Thomas; associates Jacob Kleinman, Andrew Prodromos, Rose Ohanesian, Sharon Mori, Hyejin Jennifer Kim, Edward Torres, Natalie Whitaker, Annise Maguire and Amir Ghavi; and law clerks Kurt Lyn, Eric DiMuzio and Mark Stokely.