McLEAN, Va. -- GTT Communications, Inc. (NYSE: GTT), the leading global cloud networking provider to multinational clients, announced today a definitive agreement to acquire One Source Networks (OSN), a provider of global data, Internet, Session Initiation Protocol (SIP) trunking and managed services to Fortune 1000 companies.
- Extends GTT’s worldwide network reach through the addition of new points-of-presence.
- Expands GTT’s cloud networking services, including SIP trunking and other enterprise Voice over IP (VoIP) services.
- Increases GTT’s multinational client base and adds deep talent to its sales force.
Under the terms of the agreement, GTT will pay $175 million for the acquisition, comprised of approximately $165 million in cash and approximately $10 million in GTT common stock, plus any adjustments for net working capital.
For the three months ending June 30, 2015, One Source Networks reported revenue of $20.5 million, gross profit of $9.1 million, adjusted EBITDA of $4.2 million, and capital expenditures of $0.4 million. For the twelve months ending June 30, 2015, One Source Networks reported revenue of $74.6 million, gross profit of $31.0 million, adjusted EBITDA of $13.9 million, and capital expenditures of $2.5 million.
The parties expect to close the transaction in late October, 2015 subject to certain regulatory approvals and other customary closing conditions.
“This transaction accelerates our growth strategy by adding deep relationships with a diverse blue-chip client base and broadening our portfolio of cloud networking services,” said Rick Calder, GTT President and CEO. “GTT is adding a growing recurring revenue base, which grew an impressive 39% in the second quarter of 2015 compared to the second quarter of 2014, with industry-leading metrics and a capital efficient business model. Given our track record of successful acquisitions, we expect to complete integration in two quarters post-close and achieve a post-synergy multiple of 7 times Adjusted EBITDA or better on a pro forma basis. Upon closing this transaction, GTT will achieve its previously announced next financial objectives of $400 million in revenue and $100 million in Adjusted EBITDA.”
“Today’s agreement provides great benefit to our clients as well as our two organizations,” said Ernest Cunningham, One Source Networks CEO. “GTT gains a talented employee base with a proven track record of supporting Fortune 1000 clients and a passion for providing a differentiated service experience. OSN clients will benefit from GTT’s global network reach and expertise in delivering a comprehensive portfolio of cloud networking services.”
GTT has engaged KeyBank National Association and SunTrust Robinson Humphrey to provide committed financing for the transaction. The financing is expected to consist of a new $400 million Term Loan B and $50 million revolving credit facility, which will replace GTT’s current credit facility and fund the acquisition. The syndication process for this new debt will begin immediately. At closing, GTT expects its ratio of total debt to annualized adjusted EBITDA to be approximately 4:1 on a pro forma basis.