Good morning. My name is Krista, and I will be your conference operator today. At this time, I would like to welcome everyone to the Ingersoll Rand Acquisition of ILC Dover conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during that time, simply press star followed by the number one on your telephone keypad. And if you would like to withdraw your question, again, press star one. Thank you. I will now turn the conference over to Matthew Fort, Vice President of Investor Relations. Matthew, you may begin your conference
Thank you, and welcome to the Ingersoll Rand conference call to discuss the purchase of the life science-based company, ILC Dover. I'm Matthew Fort, Vice President of Investor Relations, and joining me this morning are Vicente Reynal, Chairman and CEO, Vik Kini, Chief Financial Officer, and Corey Walker, President and CEO of ILC Dover. We issued a press release and presentation about our newest acquisition earlier this morning, and we will reference these during the call. Both are available on the investor relations section of our website. In addition, a replay of this conference call will be available later today. Before we start, I want to remind everyone that certain statements on this call are forward-looking in nature and are subject to the risks and uncertainties discussed in our previous SEC filings, which you should read in conjunction with the information provided on this call.
Please review the forward-looking statements on slide 2 for more details. In addition, included in this presentation are certain non-GAAP financial measures designed to supplement the financial information provided in accordance with generally accepted accounting principles, as management believes such measures are useful to investors. Reconciliations of non-GAAP measures related to full year 2024 estimates have not been provided due to the unreasonable efforts it would take to do so. During the Q&A session, we ask that each caller keep to one question and one follow-up to allow time for other participants. At this time, I will turn the call over to Vicente.
Thanks, Matthew, and good morning. Over the past 4 years, we have made over 40 strategic acquisitions on our journey of making life better. These strategic transactions have expanded our our product portfolio, enhanced our geographic reach, and improved our go-to-market positions. Ultimately, they have improved the overall durability of our portfolio by increasing our exposure to high-growth, sustainable end markets and adding more than $7 billion to our addressable market. As we mentioned at our Investor Day this past November, a distinct focus of both our organic and inorganic growth strategy is to continue to diversify our products and portfolios into high-growth, sustainable end markets. Today marks an exciting milestone to expand further into life sciences through the acquisition of ILC Dover. ILC Dover has a rich 75-year heritage and will be Ingersoll Rand's largest acquisition to date.
Turning to slide three, in terms of the financial profile of the deal, this is a very attractive acquisition with an upfront purchase price of $2.325 billion, which represents an approximate 17x purchase multiple of 2024 estimated adjusted EBITDA. The ILC Dover business has a durable financial profile, with an organic revenue growth CAGR that has been in the mid-teens over the past three years and adjusted EBITDA margins in the mid-thirties. This business will join the Precision and Science Technologies segment and will be immediately accretive to the segment in terms of both growth and margins.
ILC Dover is a leader in life sciences with differentiated technology in powder management, single-use solutions, and liquid handling products for the use in the biopharma and pharma markets, as well as specialty solutions for the design and production of silicone, thermoplastic, and specialty components for medical devices. This acquisition will increase Ingersoll Rand's access to existing life science solutions through highly recognized brands and established direct channel and strong solutions-oriented customer connectivity in biopharma, pharma, and cell and gene therapy, which is highlighted later in this presentation. Today, the life sciences end market represents about 15% of Ingersoll Rand revenue, our largest end market, and is one in which we continue to see great long-term trends and opportunities. ILC Dover is well positioned to both expand our presence in and create a more substantial life sciences platform that we can leverage.
ILC Dover will expand our total addressable market by more than $10 billion. Pairing ILC Dover's established market position and brands with Ingersoll Rand's existing liquid handling technologies and positive displacement pumps will drive sustained growth and maximize value creation for both customers and shareholders. Once finalized, we will welcome more than 2,000 ILC Dover team members across 11 manufacturing and engineering facilities located across North America, Europe, and Asia. As we move to slide 4, let's talk more about this new business. As I mentioned earlier, ILC Dover is a leader in the innovative design and production of solutions for biopharma, pharma, and medical markets, where 75% of the revenue is currently positioned. In addition, approximately 75% of total ILC Dover's revenue consists of consumables, like-for-like replacement, and recurring revenue. This is much higher than our current mid-30s aftermarket profile for total Ingersoll Rand.
The ILC Dover business has a global scale, with 11 engineering and production facilities located across North America, Europe, and Asia. In terms of future growth, ILC Dover has more than 100,000 sq ft facility of clean room capacity locations... where we have unique capabilities of low cost and nearshoring presence, as the company has invested heavily into new facilities in Mexico, Poland, and China. The middle of the page shows a few of the core products ILC Dover is best known for, including single-use bags for powder containment, transfer, and disposable, which are mission-critical components for biopharma and pharma production. These end markets make up roughly 60% of the life science segment. The remaining 40% of the life science segment is focused on the development and manufacturing of highly complex components for medical devices.
The core expertise of this piece of the business is silicone and thermoplastic molding and extrusion, which enables ILC Dover to produce the components seen at the bottom center of the page. Manufacturing these highly complex components is tied to strong growth trends in medical device manufacturing, particularly in areas like cardiovascular and neurology, which are two key end markets where ILC Dover has solid market share. This creates opportunities to expand existing Ingersoll Rand life science products into new applications and customers. Overall, ILC Dover has an attractive financial profile and is expected to deliver approximately $400 million of revenue in 2024, with mid-30s% Adjusted EBITDA margins. Turning to the next slide, let me talk about the alignment of ILC Dover against our stated strategic importance for M&A. First, we start with the core of our technologies.
In this case, the mission-critical flows, such as peristaltic technology pumps, blowers, compressors, and vacuums. We then move into adjacencies. With the life science end market, we have for years targeted the consumable portion of bioprocessing, which focuses on single-use technology, including bags, tubing, isolator protectors, and many others. With ILC Dover, we get exactly that, a very clear adjacent market in which we can attach our pumps to those consumables. For example, using our peristaltic, peristaltic pump technology, combined with the newly launched ILC Dover tubing technology to deliver liquids to single-use devices, also made by ILC Dover, is just one simple example on how we can help control that entire ecosystem.
Another great aspect of this transaction is that we get a highly recognized brand with ILC Dover and access to customers with their direct approach and scale, which means that we will leverage their consumable products to sell more of our pump technology that we currently have at Ingersoll Rand, and we will speak more to that in a minute. With this acquisition, we also touch on the aligned category on several fronts. First, we're getting mission-critical equipment like isolators for Biopharma. Isolators made by ILC Dover are best-in-class, single-use, and an essential step in the aseptic isolator step to ensure operators are safe and produce the most precise dosing for therapeutic production environments. Second, medical devices. ILC Dover provides us with unique and niche technologies in high-precision silicone and thermoplastic consumables.
Third, ILC Dover is giving us optimality to access a fast-growing market in aerospace, with not only opportunities in revenue growth, but also in recurring revenue. I would like to remind everyone that ILC Dover is the only company that has built a spacesuit that has put a man on the moon safely. ILC Dover has a deep relationship with NASA and many of the customers in the space market. We believe that the space and aerospace market, whether commercial or government-sponsored, will grow at high single digits over the next decade. We plan to leverage this customer access for new flow creation technologies like high compression technology, which is already being used for fueling rocket ships, or our dosing pump technology from Dosatron to establish hydroponics in space with ILC Dover developing inflatable habitats.
Clearly, all aspects of this acquisition offer us an amazing opportunity to leverage making life better in life sciences and beyond. Next, on slide 6, let's talk more about the synergies between ILC Dover and Ingersoll Rand by leveraging ILC Dover manufacturing expertise in silicone and thermoplastic extrusion, which will drive insourcing opportunities. ILC Dover has leading expertise in biocompatible silicone extrusions and intimate relationships with premier medical technology companies to support the fabrication of devices such as catheters, drainage, and feeding tubes. ILC has taken their niche silicone knowledge to develop and launch silicone tubing, specifically designed for various applications across the biopharma manufacturing process. We believe that these capabilities and relationship with end users, combined with Ingersoll Rand's flow creation technology, creates a very strong integrated offering for our customers in a very cost-effective manner.
Until now, this type of combined offering of peristaltic pumps and tubing was not readily available for either company. On Slide 7, let's talk about the evolution of the PSP segment. Following customary regulatory approvals with an expected close at the end of Q2 2024, the addition of ILC Dover will significantly increase the profile of our PSP business, bringing it to approximately revenue base of $1.7 billion for the total segment. As a result, we are going to take the opportunity to run the business in two pieces within the PSP segment to ensure we provide the appropriate focus to drive growth under two established and very capable leaders. First,
We'll create a life science technology platform with approximately $700 million in revenue, which will consist of ILC plus Ingersoll Rand Life Science-focused brands, including Thomas, Welch, Zinsser Analytics, TriContinent, Air Dimensions, and ILS. Corey Walker, ILC Dover's current President and CEO, will lead this platform and join the Ingersoll Rand leadership team, reporting directly to me. Corey has nearly two decades of experience accelerating the growth of life sciences and advanced material businesses, holding leadership positions, most recently at Avantor, where he helped take the company public and led a very large segment. Our current PST segment leader, Santiago Arias Duval, will continue to report to me and lead the precision technology platform, which represents approximately $1 billion in revenue.
Under Santiago's continued leadership, the team will build upon the trajectory and momentum of its premium brands, including ARO, Dosatron, Haskel, Ingersoll Rand Pumps, LMI, Milton Roy, MP, O berdorfer, SEEPEX, and YZ Systems. We believe this new structure will put the business in a position to continue to play offense in this market. With that, I'll turn it over to Corey Walker to talk through our research to production model and an example of where our combined products can be and are currently in use within pharma manufacturing processes.
Thank you, Vicente. I'm very excited to be part of the Ingersoll Rand team and the journey that's ahead of us as we continue to build out our life science portfolio together. Why don't we turn to slide eight? Here we illustrate how the combination of Ingersoll Rand and ILC Dover enables a research-to-production model that's repeatable across our existing and our future customers. Life sciences customers value the ability for a supplier to travel with them through the journey of the therapy lifecycle to maintain repeatable, consistent, and high-quality outcomes from the lab scale work to commercial production. With the combination of Ingersoll Rand and ILC Dover, we can provide our customers with exactly that. Our newly acquired ability to support the drug lifecycle, combined with iconic brands and well-established channels to market, enables us to support customers in a fully integrated end-to-end model.
As you see in the charts below, Ingersoll Rand and ILC Dover are both complementary and well-positioned across the research and development and production phases of life science workflows. There are powerful points of leverage between both businesses, including market-leading products, strong channels, differentiated technologies, and well-established brands, which will generate opportunities to penetrate more phases of the drug lifecycle and broaden our position across the workflow. We are very encouraged by the combination of capabilities and believe it provides for a unique positioning in the life science end markets. Next, on slide nine, we illustrate the pharmaceutical manufacturing process and why we see such a great fit between ILC Dover and several of the current offerings from the existing Ingersoll Rand portfolio. ILC Dover has historically supplied many of the world's most prominent drug manufacturers and their therapies.
The example provided here today relates to the production of GLP-1, a critical therapeutic area which serves diabetes applications and more recently, weight loss and obesity applications. As you can see, ILC Dover already actively provides numerous products for use in production for leading GLP-1 manufacturers, and in combination with Ingersoll Rand, our ability to further support this very attractive therapeutic area across numerous key steps in the workflow is exciting. On the top of the schematic, ILC Dover provides offerings in terms of single-use powder and containment bags, liners, and other consumables that are used across a variety of steps in the drug manufacturing process. In addition, Ingersoll Rand has several current offerings from both its life sciences and industrial portfolio that can provide a more holistic offering and value proposition for existing and future customers.
Simply stated, the technologies of Ingersoll Rand of creating flow for solids, like powder or liquid, are essential for moving, filling, and discharging the very precious materials that pharmaceutical companies use for making medicine and therapeutics. Another natural synergy between our companies is ILC Dover's ability to manufacture single-use tubing, which is also a key consumable for Ingersoll Rand's peristaltic pump offerings. I will now turn it over to Vik to review the transaction highlights.
Thanks, Corey. On our final slide, I'll provide some highlights for this transaction. This deal will be a $2.325 billion upfront purchase price, plus a contingent payment of up to $75 million based on the delivery of 2024 forecasted results. This equates to an approximately 17x Adjusted EBITDA upfront purchase multiple, which is increased by approximately half a term, assuming full achievement of the earnout. We believe that this is very much aligned with our previously stated acquisition criteria of prudently deploying capital as we are buying a premier life sciences business at an attractive purchase multiple.
I would also like to mention that we were able to get to this point on an exclusive basis and without a process, which once again speaks to the uniqueness of our strategic and proactive M&A process, whether it's with family-owned companies or, in this case, private equity-owned. The deal is not subject to any financing contingencies, given our healthy balance sheet and cash profile today. We expect our net leverage to be less than 2 turns at the time of deal closure, and we anticipate net leverage to finish the year below 1.5 turns. In terms of the financial impact, the deal is expected to be immediately accretive to all relevant metrics, including Adjusted EBITDA margins and revenue growth, as well as adjusted earnings per share.
The deal is targeted to reach a high single-digit return on invested capital by the third full year of ownership, which is generally in line with our cost of capital. We anticipate a range of $10 million-$15 million in cost synergies by year four on a full year run rate basis. Some of these opportunities include insourcing and optimization of the underlying cost structure. The one-time cost to achieve these synergies are expected to be nominal. As far as timeline, as Vicente mentioned, there are normal and customary regulatory approvals required, and we expect closing to take place by the end of Q2. Now I'll turn it back over to Vicente for a few closing comments.
Thank you, Vik . As we wrap up today's call, I want to reiterate that Ingersoll Rand remains focused on mission-critical flow creation technologies and digital solutions, which enhance our value proposition. We believe the addition of ILC Dover will be an accelerant to future growth within life sciences and gives us an incredible access to a growing aerospace segment. With ILC Dover, we're getting a premium, world-recognized brand with a direct channel to an amazing customer base and a team that is top-notch. Together, we have opportunities to grow revenues, reach more customers, and make a greater impact on the markets we serve. In addition to being a strategic match in business, we share a similar culture and entrepreneurial mindset.
The combination of our highly engaged workforces, in conjunction with the use of IRX, all while being focused on making life better, is setting the foundation for an exciting next chapter for Ingersoll Rand. With that, I will turn the call back to the operator to open the call for Q&A.
Thank you. If you would like to ask a question, please press star followed by the number one on your telephone keypad. If you would like to withdraw your question, again, press star one. As a reminder, please limit yourself to one question and one follow-up. Your first question comes from the line of Julian Mitchell from Barclays. Please go ahead.
Hi, good morning, and congratulations. Maybe just the first question around that high single-digit ROIC goal in the first sort of full third year post the deal. Maybe help us understand a little bit more some of the financial elements behind that math. So are you assuming sort of high single-digit organic growth and, I don't know, 400-500 points of margin expansion? Is that the right framework?
Hey, Julian. Thank you. I'll take that. So we're assuming low double digits over a 5-year timeframe, so just over about 10% growth rate projected over the mid- to long-term in these businesses. And from a margin profile, it's already very healthy in the mid-30s. But even having said that, I mean, we believe adjusted EBITDA margin profile for this business can get to the 40 or slightly higher, which will imply roughly 50% incremental. So in terms of margin expansion by year three, you're in the right ballpark. So yeah.
That's great. Thank you.
We feel, we also feel very, very good about the growth expectations here in terms of being fairly prudent, and the model does not include any revenue synergies.
Understood. Thanks very much.
Sure.
Then, just my follow-up would be around the sort of market size and exact positioning of ILC Dover. So I think you talk about the deal adding, in aggregate, a sort of $10 billion+ TAM to IR. And so the sales base of ILC Dover, it's a sort of mid-single digit percentage market share, very crudely. Clearly, though, it's a market made up of numerous niches, and I'm sure ILC Dover's share is very high in certain niches. Maybe any color around that or the competitive landscape in the businesses where it's strongest?
Yeah, I'll say within the life sciences, Julian, I mean, I, ILC Dover is a market leader in powder technology, isolators, and silicone and thermoplastic solutions. And so you're absolutely right. I mean, there's actually some very critical niche applications on that, and ILC Dover commands a great presence. And, and then there's other, you know, ancillary things that they're doing. For example, entering the bioprocessing tubing organically, as they have been able to now recently launch that product line.
So all of that just continues to give us great visibility in terms of great accessible market with high level of fragmentation that we think our bolt-on strategy M&A engine that we have will continue to play a very crucial role on expanding the solutions that we can do in the life science side.
Fantastic. Thank you.
Thank you.
Your next question comes from the line of Jeffrey Sprague from Vertical Research. Please go ahead.
Hey, thank you. Good morning. Congrats.
Thank you.
Looks like a nice fit here. Just wondering on the, I guess, kind of two things on the growth. First, that CAGR, how much of that is organic, or is it all organic? And then, you know, did this business avoid the biopharma downturn of 2022 and 2023? Maybe just give us some perspective on how it navigated kind of the recent, kind of drawdown that we've seen in these pockets of the market.
Yeah, on the first one, yes, it basically, the CAGR is organic. I don't think a question. I mean, I have here Corey next to me, and I think he'll be able to kind of tell you more about it. Corey?
Yeah. Hi, Jeffrey. Nice, nice to meet you. You know, this business is exposed to the trends that generally everybody saw in bioprocessing, given that we have a large presence in single-use product lines, especially for biopharma manufacturing. However, what we experienced was muted relative to what you've seen probably from others in the space, and we expected to see on par or more accelerated recovery as we work through the situation in bioprocessing.
Great. And, Vicente, just back to you. Big deal obviously checks a lot of boxes. How about the remainder of the IR pipeline now? You know, what, what should we expect over the balance of the year? Does this kind of crowd out some other things for the, you know, medium term, just your bandwidth to, you know, kind of continue to deploy capital?
Yeah, no, I think that continues. It definitely continues. I mean, as even, I mean, when you think about this transaction, our net leverage is gonna be at or below 1.5 times by the end of the year. So again, it shows still pretty resilient in terms of where we are from a financial profile. And so we still see plenty of capital available to continue investment in M&A. So no change in bolt-on strategy and the execution of the 10 LOIs that we previously told you about in the last earnings call. And, as a reminder, also as well, you know, ILC Dover was not included in those LOIs. We always talk to you about the $2 billion that we had on the sidelines, and ILC was definitely one of those.
But, you know, business integration, it's kind of our core engine for M&A, and so that's gonna continue. So we have plenty of people capacity to continue this flywheel. And as you have seen that we do all the time with the leverage of IRX, we should be able to continue with this M&A engine forward.
Great. Thank you.
Thank you.
Your next question comes from the line of Rob Wertheimer from Melius Research. Please go ahead.
Hi, thanks. I wonder if I could circle back to that growth question and the, the muted disruption versus what other life sciences, you know, experienced. Is that partly just due to lack of channel inventory on the single-use aspect of the product line, or is the product actually still taking share or conquering new territories or providing new solutions, and so it's expand faster than the overall market? And maybe the same question, really, on the forward outlook, on revenue. Is that just end market related, or is there an outgrowth on penetration or some other factor that's driving the very strong revenue growth?
Yeah, let me, let me take two of your, your questions, Rob. And so first of all, you know, the position that we have in the bioprocessing workflows is largely today focused on powder and isolation technologies in nature, where we have a market-leading position, and that has allowed us to weather the storm, I think, better than others, where you, especially on the liquids and management side of the business, where you see others see a more pronounced decline in destocking impact. So we've benefited from that, and we expect that to also be a tailwind as we come out of the bioprocessing overstocking that the whole industry is seeing. When you think about organic growth, we have some great tailwinds at our back.
One of the areas that we're really excited about, and you saw it in the presentation, is the GLP-1 workflow, where we are squarely positioned well across multiple steps in that workflow that is expanding dramatically, you know, for us as a, as an opportunity. In addition to that, there are also other rare disease applications where we are specified into the manufacturer's process and are benefiting from the investments they're making and the growth that they, you know, they expect to see here as we move through this year into the, the following years.
Okay, great. So you have some predictability on the forward look, just based on what you're sort of specced into. And so could you talk about the confidence curve, and I'll stop there. Thank you.
Yeah, sure. I mean, what I would say is we are seeing green shoots that are encouraging as we move through the first half of the year with customers. You know, we, we are still, you know, working through some of the destocking like the rest of the industry, so I wouldn't call ahead of, the back half of the year. But we are seeing positive signs, both in booking trends and in the discussions that we're having with our customers as we look forward.
Thank you.
Your next question comes from the line of Joe Ritchie from Goldman Sachs. Please go ahead.
Thanks. Good morning, guys, and congratulations.
Thank you.
Thanks, Joe.
My first question, Vicente, as you kind of think about this acquisition, you know, wasn't part of the 1 of the 10 LOIs, seems like it kind of came together fairly recently. How are you thinking about the risk associated with this transaction, and does it compare to anything you guys have done in the past?
Yeah, Joe, so, I can tell you that we have been cultivating this one for, for some time. So it, it was definitely not included in the LOIs just because of the magnitude of the size. It could clearly change, how we think about, the total funnel. So, so we have done, a lot of good work. Again, it, it speaks more pronouncedly on our M&A process that, we've spoken a lot about that. We're very proactive, cultivating, building relationships, and therefore preventing to grow from a process. So keep in mind that, so that, that was actually very well done and very well executed. I think, I can tell you too, as well, Joe, that as part of the process-...
This one was that hit all the marks in terms of why, in this case, New Mountain decided not to go through the process, which is obviously everything that we have always said in the past, including the fact that, in, you know, at, at the one-year anniversary after close, employees will become owners, and we continue with the ownership mindset, and, and we see a lot of that we can, we can build here. You know, currently, you know, we, we have no revenue synergies tied to the model. As you know, we every time we do the ROIC is on anything that we can control. So, so clearly, there's aspects about insourcing and leveraging the capabilities that ILC has, leveraging also organizational structure and things, things of that nature.
And we still contemplate prudent growth expectations in the life science space. Keep in mind, life science space for this business, it's a good portion of biopharma, but also med devices, and the med devices continues to see some pretty good growth trends. And then, as we said, the optionality of space that continues to drive pretty good growth vector. So yeah, I think we feel good, very excited about bringing this one to the Ingersoll Rand family, Joe.
That's great to hear, Vicente. Maybe my quick follow-up, but you guys referenced GLP-1 multiple times, and there's some really, you know, big kind of like market trends out there on how big that market can get. Maybe just talk a little bit more about your capabilities serving that market, how competitive is it, and ultimately, like maybe how big that business is for this asset today.
Hey, Joe, this is Corey. Nice to take the question. So, you know, as all therapies and bioprocessing workflows typically unfold, being in early with the customer where you're a trusted brand and you're specified into their process is critical. We've been working with these customers, you know, for decades, and we are the trusted set of technologies across multiple product lines for us. And so we're quite excited about not only what they're doing, but what they're doing with the rest of their ecosystem to support the growth in GLP-1. And given the fact that we've been on and in the discussions early, we have a great position in these product lines, and we expect to be able to enjoy the growth that, you know, the market's expecting there.
Okay, great to hear. Thank you.
Thank you, Joe.
Your next question comes from the line of Nigel Coe from Wolfe Research. Please go ahead.
Hey, good morning, guys. This is Brad Hewitt on for Nigel.
Yeah, good morning.
Hey, Brad.
So wanted to ask about the margin profile. I was curious if there was any meaningful mix difference between the life sciences and the engineering and space side of things within ILC.
Yeah, Brad, this is Vic. I'll take that one. Simple answer is no. Both very healthy margin profiles that I would say, whether it's gross margins or, or EBITDA margins play very much in line with, with total business average, so quite, quite healthy on both sides.
Okay, great. And then on the pricing side of things, curious if you could talk about kind of the pricing power in the ILC business, and then as we think about the mid-teens organic CAGR over the last three years, how much of that has come from price?
Yeah. On the pricing side or just the nature of our products, you know, we are largely the sole supplier to our customers in their applications, and we drove, you know, sort of a critical nature in their workflows, as well as we are a meaningfully low piece of the cost for them to be able to execute their workflows. So, you know, we have a great position, and we're giving the importance to our customers. You know, we obviously are great partners to them, but we are well-positioned within their workflows. From a growth perspective, you would expect, you know, to see, you know, in the kind of 3%-5% pricing range on an average. In line with market.
Your next question comes from the line of Joe O'Dea from Wells Fargo. Please go ahead.
Hi, good morning, and congrats.
Good morning. Thank you.
I wanted to start on the business has been owned under private equity for the past 20 years, and just to better understand some of the progress, and maybe Corey can talk to some of the past 4 years, but then to think about what's been accomplished, and then under your ownership, you know, what those biggest opportunities are, you know, scale-wise, R&D-wise, as it, you know, transitions to Ingersoll ownership.
Sure. Hey, Joe, this is Corey. I'll take the first question. We under the ownership of New Mountain Capital have made significant investments in the business, both expanding our capacity to give us further reach and more room to grow within our manufacturing capabilities, as well as we've invested in both inorganic and organic new product lines, including liquid management, new isolator technologies, the medical device manufacturing capabilities that we have, as well as the ability to manufacture in every continent. So we're quite, you know, bullish about the investments that have been made over, you know, $50 million into the business over the last three years, which I think is atypical for what you may see from a lot of PE ownership.
And so 75% life sciences today, I mean, what, what was that 3 or 4 years ago?
Yeah, it was the minority.
Okay. Got it. And then just in terms of the organic growth profile this year, you know, versus the out years, and visibility to it, I mean, nearly 20% revenue growth expected in 2024. I think the ROIC math would suggest, you know, something that's more in the kind of high single digits territory in the out years. And so what the line of sight is to the contributors of that growth in 2024 and then the step down into the out years?
Yeah, Joe, this is Vic. Maybe I'll start, and I'll, I'll let the guys add on as well. I think the way you characterize it is, is quite accurate. Very simply stated, you know, as, as Corey kind of lined out, when you think about kind of the different elements, the core life sciences piece, you know, the, the some of the biopharma related items there, the medical device piece that Vicente spoke to, as well as, quite frankly, still, you know, good solid momentum on the, the space and engineering side of the equation. I think the answer here is continue to see good momentum. I'd say, you know, things have started off well in line with those expectations.
It should be noted that, you know, as Corey indicated here, we expect a you know gradual recovery, nothing you know nothing that would imply some huge second-half ramp or something like that. So by and large, I'd say it's following the trends that have been spoken to, but also speaks to you know the mission-critical nature and those leading positions that Corey spoke to in some of these very niche you know process flows and with certain you know those larger customers you would expect. So generally stated here, feel quite comfortable about where things are you know trending and playing themselves out. And then you're absolutely right, in terms of the 25 and kinda onwards, the growth profile is a little bit more in line, kind of what you indicated.
But I think, again, that speaks to, you know, I think growth rates that would be indicative of these markets that we're playing in.
Great. Thank you.
Your next question comes from the line of Chris Snyder from UBS. Please go ahead.
Thank you. I wanted to follow up on those questions about top line. So the business has been doing about mid-teens the last three years. Now, this is going to accelerate to 20% in 2024? So I guess, what's the driver of that? Because it sounds like there are no revenue synergies baked in. And then, you know, I guess kind of in that same vein, longer term, you know, is there any way to think about the revenue synergies above that high single digit longer term organic framework? Just because it does sound like revenue synergies, you know, were a big motivating factor for the deal. Thank you.
Yeah. Yeah, Chris, this is Vic. I'll take maybe the first one there. So, you know, in terms of the, you know, roughly 20-ish% growth in 2024, again, speaks to I'd say all the drivers I spoke to. And remember, it's coming off a little bit more of a, quote, unquote, "depressed baseline," just given what's been going on in the market, right? So again, nothing that we're implying is some meaningful step up, you know, recovery. I think it's just a factor of comps in some respect. So, you know, that being said, you know, I think we feel really good about the outlook across the board in terms of all the major end markets that are being played in.
So, you know, again, I would look at that as 2024 is, you know, really kind of coming off of some of the depressed items of, you know, 2023, and then it's kind of just a normal course thereafter. Chris, can you repeat the second part of your question?
Oh, yeah. Just on the revenue synergy potential, because it sounds like that's not in that longer-term high single digit forecast.
Correct. That's correct. It is not in the forecast. That's right. But you can imagine that, I mean, we have done a lot of good, deep work on that.
Not too dissimilar, if you remember back to the GD, Gardner Denver, Ingersoll Rand, that we went out externally only with a cost synergy, but clearly we had a major funnel built for revenue synergies. And same thing here. We kind of gave you at a high level, one example on slide 9, where we talk about that GLP-1 growth workflow, where we play as, you know, ILC Dover, and where we see the capabilities of Ingersoll Rand coming through and by ILC pulling through the technologies that we have.
I appreciate that. And then, maybe just following up, you know, the life science platform now has a $700 million revenue base. How do you feel about the scale in that business? Is there any sort of target level that you would like to see life science get to from just a size perspective? Thank you.
I mean, so clearly, I mean, we feel much better than before, Chris, without doubt. I think, I think it provides a really good global scale. I mean, ILC brings, as we said, eleven manufacturing sites, over 2,000 employees, and that, combined with our team, it's, it's gonna be great for us to continue to accelerate the bolt-ons that we can do, that we know how very well to do, that we believe that as we kind of go forward, we can create even more meaningful cost synergies with bolt-ons that we continue to make, as we have always demonstrated that we can do, right?
And I think the other exciting piece here is that, I mean, commercially, we're getting a commercial team here that is four times bigger than what we had in our prior life science, medical business. So, and not only, not only more footprint on the commercial side in terms of feet on the street, but also the fact that they go direct and they have direct conversations with not the procurement teams, but actually the production teams of the facilities and the customers, which is another exciting piece of why we think this could be great, meaningfully for our revenue synergies moving forward.
Thank you.
Your next question comes from the line of Mike Halloran from Baird. Please go ahead.
Hey, good morning, everybody. This is Pezan for Mike. Vicente, I know you touched on this a little bit earlier, but maybe let's take it back to the strategic M&A framework, you know, it seems like this is the first deal of size, more on that kind of aligned category of the chart you have on the slide there. Typically, you know, we've seen things that are closer to the core with greater synergy opportunity. Can you maybe talk about why this asset was the right one to go after in that aligned category that's more of size, you know, beyond some of the value that you highlighted earlier? Why, you know, why this asset, and why now to begin to go into that aligned portion of that framework versus closer to core, and what gives you comfort?
Yeah. Absolutely, Pez. No, great, great question. I mean, as you kind of saw from one of the slides on the deck, we highlighted that it is not only aligned, but also adjacent. And one of the things that we've been talking a lot about over the many years is that how do we take our peristaltic pump technology or our vacuum technology or compression technology and attach devices to it that are kind of next to it? And here, for a peristaltic pump, is clearly liquid handling bags, single-use bags, liquid handling for the tubing that ILC Dover. So that's really right there adjacent because those get connected to our pump technology.
And then on the aligned, even in the life sciences, you know, Corey mentioned about some of the isolators that are used in this GLP or any of the future cell and gene therapy, that is mission, mission critical. Because today, in the future, you're gonna see more of, pretty harsh chemicals used for creating this personalization of medicine. And I think the isolator technology that ILC has is best in class. So we see, we see that as kind of, more on the aligned, and then clearly, space being on the aligned side, too, as well, as it is giving us that optionality for another growth vector.
What we have seen in our funnel, some pump technology can be applied in, into the aerospace side, and this just gives us great access to a customer base that ILC Dover currently has. So I think it hits all the marks, and this one, Pezan, in the terms of being very close to the core with this adjacency that have high margin, high consumable, as well as some of the aligned pieces that not only on equipment side with isolators, but also on a, on a new end market that that they're highly, highly recognized with the aerospace side.
Yeah, that's, that's super helpful. And obviously, you know, maybe piggybacking off that, peristaltic pump example, you know, you highlighted a lot of opportunities to, to, you know, attach an IR product to an ILC Dover product. Maybe talk about how you think about where that penetration is today. You know, obviously, understanding that you're still in the process, and you're still evaluating what those revenue synergy opportunities look like. But how do you think about the penetration of that opportunity, as we enter day one, and, you know, how long of a runway you think that could be in terms of timeline?
Yeah, great question, Pezan. Very low penetration in the sense that, you know, one of the things that we like in the life sciences is having a strong brand with a direct channel, and I think we're getting that. And not only we're getting that, we're getting also a phenomenal team with deep experience in life science across the entire workflow, not only in GLP-1, but any of the other modalities that are kind of getting developed now.
So, so I think this is giving us, you know, great potential runway for that penetration because we see that, that the brand that this brings to the table in terms of being premium and highly recognized, is gonna create a pull-through of that, of that pump technology as we create holistic solutions for the customers that, that will enhance, the productivity and, and cost efficiency for them.
And one last follow-up on that, if I may. You know, has this due diligence process and as you're going through it, has that uncovered maybe new potential opportunities and new hunting grounds for M&A or maybe confirmatory? If you could discuss maybe the inorganic opportunity it brings to the table, new hunting ground versus maybe confirmatory.
Absolutely. You know, we even, you know, Corey and I here, we're smiling 'cause, I mean, we even got a chance to look at the entire M&A funnel and the ideas that we have. And I'll tell you, it's pretty substantial, not only life sciences, but also med devices, as we think that this kind of niche key componentry, being able to do more for our customers. And by the way, those are customers that we never had before access to. So it's giving us also access to a new customer clientele that is the best in the healthcare and medical technology side. And so we see that as a great opportunity for even selling, you know, a simply stated, compressors.
I mean, I made a commentary that, ILC Dover team, they sell to these production teams in the factories, and we like that because not only we see that growth in the life science, as we talked about in this peristaltic, but hey, they can give us a great access to a compression technology in the compressor room that we can have a conversation about that, too, as well. So it's got multiple vectors, and I think it's all about now executing. And I will tell you, in the execution side, we've shown Corey our IRX, and he's really excited about leveraging that throughout ILC Dover and our new created life science business.
Great. I appreciate you letting me sneak an extra one in there. I'll pass it on.
No problem.
Your next question comes from the line of Vlad Bystricky from Citigroup. Please go ahead.
Morning, guys. Thanks for taking my call.
Good morning.
Congratulations. So just in terms of incremental M&A capacity, obviously, you guys have talked about adding sort of, I think, $275 million-$350 million in annualized inorganic revenue this year. This obviously is above that, and you still have the panel allies out there. So can you just talk about your capacity to move, to move forward with those 10 LOIs or other incremental M&A, just from a, you know, management standpoint?
Yeah, Vlad, this is Vik. I'll start. I think from a balance sheet perspective and capacity, you know, balance sheet remains quite healthy. Obviously, we remain committed to being, you know, an investment-grade profile company as we were upgraded last year. And, you know, as such, the bolt-on strategy will fit very nicely with that. I think the 10 LOIs, as we indicated, continues to show that's the strength of the funnel, and the health of kind of the M&A process. So again, I don't think anything's changed in that respect, whether it be balancing capacity or frankly, our ability to execute on those LOIs. And then in the context of the actual integration piece, I think this is the piece that we've always spoken about, that's quite exciting.
You know, we've now done, you know, inclusive, this will be over 40 bolt-on acquisitions. And as we said here, you know, the point of impact really happens at the business. That's where the integration happens under kind of the framework of IRX. And so ILC Dover will be no different in that respect, as well as the future bolt-on M&A. And, you know, now we have, you know, frankly, hundreds, if not thousands of employees across the company who've been involved in the M&A integration process, from the last 40-plus deals. So again, I think it's positioned us very nicely to be able to continue the bolt-on kind of routine as well as the integration thereof.
Great. That's really helpful, Vik. And then, maybe just one other one for me. Can you talk about the free cash flow profile of the ILC Dover business and how that compares to sort of core Ingersoll?
Yeah. Vlad, very high level, I'd say it's a healthy, you know, free cash flow profile, very much in line with, you know, the total company. No, no big outliers there. And it's probably worth noting here that we see some nice opportunities, you know, you know, on a go-forward basis, particularly in areas like working capital, that you know, at current levels still remain at relatively elevated levels, which I think provides a nice little tailwind as we move forward. But, again, really excited about the opportunity set here in terms of the additive nature on the financial profile.
Great. Thanks, Vik.
Your next question comes from the line of Nathan Jones from Stifel. Please go ahead.
Good morning, everyone.
Good morning.
I guess just to follow up on revenue synergies, do you have kind of what you need to attack these markets here, or are there clear paths to adding product capabilities, inorganically, or opportunities to invest organically to create some of those opportunities to accelerate the revenue synergies funnel?
I'll say, Nathan, yes, definitely. I mean, clearly between now, between sign and close, we're going to go and do more deeper integration planning, as we always do, so that when the time we close, day one, we're off to the races. But, but yes, I mean, you could tell that, I mean, we're pretty quickly here showing the ILC Dover team, our pump technology and get feedback from them based on feedback from their customers. Like, what are the, what are the best areas that we need to go a deeper dive and develop faster too, as well? So absolutely. A lot of, a lot of good conversations, and, and clearly, as we go between now that we were able to sign, between sign and close, we're going to go and do deeper deeper dives into that integration planning.
So we'll hear more about that as we go along. And just a quick follow-up: what are the metrics that need to be reached for the earn-out to be paid out?
Yeah, Nathan, well, we can-- we'll just say it's delivery of what you would expect, financial metrics and operational metrics tied to, you know, 2024. So again, you know, we'll keep it at a high level there, but it's essentially delivery in line with the expectations for this year.
Okay. Thanks for taking the questions. Congratulations.
Thank you.
Thank you.
Thank you.
Your next question comes from the line of David Raso from Evercore ISI. Please go ahead.
Hi, thank you. I'll, I'll try to be quick here. This deal is obviously a bit unique in size, but I'm just trying to get a sense of what you see on those LOIs and just sort of your, your thought process around... You know, this deal is obviously a growthier deal with, you know, maybe not the highest returns on capital. I'm just curious, is that what we should be looking for from the LOI deals that are in the pipeline? That, again, we should see a string of, of kind of more growthy leaning deals or maybe some higher ROICs. And I just have a, a couple quick follow-ups after that.
Sure. David, this is Vik. I'll take that. If you're referring to the 10 LOIs that we announced at the last earnings call, I would characterize those as bolt-ons in nature, very similar in nature to the last 40+ that you've seen us do. And that would include the return criteria as well. So think of, you know, that mid-teen threshold, you know, above our cost of capital, and, you know, bolt-ons across both segments, I should mention, but very much in line with historical. So again, I would say they're very much like what you've seen us do historically.
Okay, so this is a little unique that just given the growth profile, the lower returns.
Sure. Correct.
Margin profile.
David, should be mentioned that you're right, but, you know, again, immediately accretive, effectively to growth and the margin profile of PST, which, you know, means it's playing above 30% EBITDA margins already. And so we're quite pleased with kind of the, you know, the profile that it brings in the door from day one.
Absolutely. And then on that, just if you can help me with some math, if I missed it, I apologize. What are you assuming for the cost of money for the funding? And then also, how much is the D&A, well, just through the sense of the EPS impact, the sense of the EBIT, not the D&A?
Yeah. So, so I'll answer them in inverse order here. So the, the core D&A of the business, you can pencil in approximately $9 million. That's obviously not inclusive of any purchase accounting implications, which obviously we'll be working through that in due course, but $9 million, what I'll call normal course D&A. And then in the context of, the, the cost of debt or the financing, obviously, we're going to be going through that process here as we get closer to close. But, you know, we would expect a, a combination of, of, of debt and some existing cash on hand, specific amounts to be confirmed.
But the cost of debt, you can expect it'll be, you know, comparable in that, you know, mid-5% range, very similar to what you saw us be able to kind of refinance at that first tranche that we did last year when we placed the first tranche of bonds in August 2023. So that's probably not a bad proxy to use and indicative of current rates out there.
That, that's helpful. Thank you so much.
Thank you.
Your next question comes from the line of Andrew Buscaglia from BNP Paribas. Please go ahead.
Hey, thanks for taking my question. This is Ed on for Andrew. Earlier, you provided a framework for 50% incrementals and targeting eventually a 40% EBITDA margin. We discussed at length the revenue synergies, but can you add a little bit of color on the cost synergies as well, please?
Yeah, sure. This is, this is Vik. So Andrew, pretty simply stated here, you know, I think as was kind of, you know, it's been highlighted a few times. Think of it as things in the realm of, you know, some potential, you know, insourcing type opportunities, just given, ILC's kind of in-house capabilities. Some, you know, cost structure type items as you would kind of find appropriate in a, in a deal this size, and then potentially some in the, the procurement realm as well. So again, I would call it all fairly normal course. It should also be noted, obviously, that that does not include any of the potential revenue synergies or working capital opportunities or things of that nature, which we would view as kind of incremental, to the deal model.
That's helpful. Thanks. In your remarks, you mentioned you're able to get to the deal on an exclusive basis. Given ILC's as an attractive asset operating in a high-growth segment, is there anything you could share about the broader competitive dynamic for deals within the life science and pharma spaces?
Yeah, Andrew, I'll speak to it here. I mean, high level, you know, I think, listen, we'll speak to kind of the, you know, what, what, what we've been able to do. I think it just speaks to the process that we've been able to run, the cultivation process that Vicente and Corey both spoke to, and the ability to find a, you know, a solution that made sense for all parties here. So again, I think it speaks to our process, speaks to the nimble nature, IRX, like you've heard us say before. So again, you know, that's kind of how we've been operating historically, and I don't think this deal is any, you know, any different in that respect.
Great. Thanks for taking my questions, and congrats.
Thank you.
We have no further questions in our queue at this time. I will now turn the call back over to Vicente for closing remarks.
Yes, thank you so much. As you have seen, I mean, this marks an exciting step on our journey to continue to expand into high-growth, sustainable end markets. I'm very happy to welcome the 2,000 employees from ILC Dover to the Ingersoll Rand family, and clearly look forward to meeting many of you or during our trips that we will be doing to kind of get together. So again, thanks again for the support, and look forward to speaking soon. Take care. Bye-bye.
This concludes today's conference call. Thank you for your participation, and you may now disconnect.