Good morning, everyone. My name is Jamie and I will be your conference operator today. At this time, I would like to welcome everyone to Vertiv's conference call announcing the E&I Engineering Group acquisition. All lines have been placed on mute to prevent any background noise. Please note that today's conference call is being recorded. At this time, I'd like to turn the program over to your host for today's conference call, Lynne Maxeiner, Vice President of Investor Relations.
Great. Thank you. Good morning and welcome to Vertiv's conference call to discuss the acquisition of E&I Engineering Group and to provide an update on the business outlook. Joining me today are Vertiv's Executive Chairman, David Cote; Chief Executive Officer, Rob Johnson; Chief Financial Officer, David Fallon; and Chief Strategy and Development Officer, Gary Niederpruem. Before we begin, I point out that during the course of this call, we will make forward-looking statements regarding future events, including the future financial and operating performance of Vertiv, as well as its future financial performance when combined with the E&I Engineering Group. These forward-looking statements are subject to material risks and uncertainties, and actual results could differ materially from those in the forward-looking statements.
We refer you to the cautionary language included in today's announcement, and you can learn more about these risks in our registration statement, our proxy statement, and other filings with the SEC. Any forward-looking statements that we make today are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events. During this call, we will also present both GAAP and non-GAAP financial measures. Compare results and GAAP to non-GAAP reconciliations can be found in the announcement relating to the acquisition of E&I Engineering Group and in the investor slide deck found on our website at investors.vertiv.com. With that, I'll turn the call over to Executive Chairman, David Cote.
Well, we have today a bit more of a complicated message because at the same time that we're announcing just a terrific acquisition, we have to take our numbers down because supply conditions have worsened significantly. Just a month ago, we were assured of supply by paying more, which we included in our estimates. A month later, that was no longer true. Now you can't get supply at any price. We have to adjust for that. It is unpleasant for you and for us, but them's the facts. Importantly, one, demand remains very strong, reinforcing the perspective that we truly do have a great position in a good industry. Two, the supply situation is a temporary phenomenon. The acquisition we're announcing today is just superb and will have a permanent and one plus one equals three effect on the company.
Rob and his team followed the rigorous approach to acquisitions that we've discussed in the past. Starting with identification, they early on identified this space as critical to providing a total system for customers. Looking for many months at many candidates, they settled on E&I as having the best, most flexible technologies, strong profitability because of that differentiation, a customer-focused culture that matches ours, and a CEO who really wants to keep winning. For the valuation step, the teams were able to arrive at a fair price and payment approach. While the sales synergies are likely to far exceed the cost synergies, no sales synergies have been included in the financial model. We are also able to finance this in a way that maintains strong liquidity. The due diligence step has been intense and comprehensive, covering financials, legal, environmental, et cetera.
All the steps you would expect a high-quality outfit to do. Given the significant rebound expected in 2022, Rob and his team spent a lot of time validating the backlog and the profitability. Additionally, I went over to Northern Ireland last week to see things for myself, talking to the CEO and his team and touring the facilities. The fourth and final phase, integration, is still largely to come, and we are approaching it with the same process rigor used for the other steps. The full-time integration team and what they need to do has already been identified, and they are raring to go. Rob is also setting up the review cadence you'd expect, with reviews pre-acquisition at 30, 60, 90 days, and at least quarterly thereafter until fully integrated.
I think when you've had a chance to hear more about it from Rob and his team, you'll be as excited as I am about where we're going. The permanent positive effect of this deal far outweighs the temporary supply issue we have to deal with now. I really am psyched about where this takes us in 2022 and beyond. With that, I'll turn it over to Rob.
Thanks, Dave. Today's message and communication is certainly a bit more intricate than normal. As we've demonstrated as a public company over the past 18 months, we want to be transparent and to ensure you see the business like we see it. First, let me start by saying how excited I am about the acquisition of E&I. We have cultivated our relationship with E&I for quite some time, and we've gotten to know each other very well. As you'll hear from me, Dave, David, and Gary during the remarks, and probably again during Q&A, this deal squarely fits into our strategy and rounds out our portfolio. We have in common a very customer-centric view of the world and will be accretive on almost every financial metric. Before we get further into the deal, I want to address the business conditions being felt by Vertiv
Clearly, as Dave stated, no one wants to ever lower guidance at any point. Based on what we are seeing in the supply environment, we think it's prudent to do it at this time. The supply issues will pass, and the team is working night and day to source every part possible. It's a difficult environment, and it's gotten even more difficult in the past 30 days. Turning to Slide five , I'll provide a bit more color. The demand side of our business continues to be robust. The order rate in Q3 is up approximately 12% compared to the same time period last year. We see continued strength in the cloud and colocation market, and the enterprise market is behaving as anticipated.
Our backlog has risen to a new high, reaching $2.4 billion at the end of August, which is 30% higher than that at the end of 2020. Demand is strong. The supply side, however, is challenging us. Since our last earnings call at the end of July, we've seen the market tighten up significantly. In some cases, we can get parts just as normal. In other cases, we need to pay elevated prices on the spot market. What we're experiencing now is that, as David mentioned, just some parts aren't available. Our pricing has continued to ramp. The backlog is healthy, because of the way some of the shipments and timing occur, it looks like we'll capture more of the pricing in 2022 than in 2021.
The Vertiv team continues to address these issues, but there's no doubt the market is more constrained now than it was 30 days ago. Despite the constraints, we continue to invest in product development and R&D to maximize our competitive advantage and innovation. With that, I'll turn it over to David Fallon to discuss some of the financial implications. David?
Yes. Good morning, everybody, and thanks, Rob. Turning to Page six . This slide summarizes our revised financial guidance for the third quarter. As Rob mentioned, due to continued broad-based supply chain headwinds, we are revising our third quarter and full-year expectations for both the top line and the bottom line. In particular, for the third quarter, we are reducing projected net sales by $50 million at the midpoint from $1.28 billion- $1.23 billion. $40 million of this reduction is related to parts availability, and $10 million is due to a combination of lower expected pricing, as Rob mentioned, and foreign exchange. We are lowering projected third quarter adjusted operating profit by $30 million, $16 million driven by lower sales and $12 million from higher input costs as we continue to strategically execute spot buys where we can, which we consider a near and long-term investment in our customer relationships.
In addition, we estimate that we will incur approximately $15 million in M&A costs in the third quarter, not included in our headline adjusted operating profit, in other words, adjusted out, but reflected in the far right bar in each of the charts on this page. Finally, we are reducing projected third quarter EPS by approximately $0.10, primarily related to the reduction in adjusted operating profit. Turning to Page seven this slide summarizes our guidance revisions for the full-year 2021. As implied, we anticipate third quarter supply chain headwinds to continue through year-end with a negative impact for fourth quarter sales and adjusted operating profit to be relatively consistent with what we anticipate in the third quarter. In total, we are reducing full-year net sales by $90 million and full-year adjusted operating profit by $60 million.
We also anticipate approximately an additional $51 million of M&A costs in the fourth quarter for approximately $66 million for the full-year. Based upon an assumed December 1st closing date, we project $45 million incremental net sales and $11 million adjusted operating profit in the fourth quarter from the E&I deal. Finally, on the far right, we are reducing our full-year projection for free cash flow from $300 million in our previous guidance to $205 million in our revised guidance, and this includes approximately $45 million of cash expenses related to M&A. With that said, I turn it back over to Rob.
Thanks, David. Turning to Slide nine . The acquisition of E&I complements our current portfolio and will expand our addressable market by approximately $7 billion. It's a very attractive market with underlying long-term market growth of 5+%. E&I is a leader in the data center space. They focus on vital applications where modularity, flexibility, and the speed of deployment differentiate them from their competitors. Adding E&I products and services to our portfolio will significantly enhance Vertiv's overall offering for our customers. E&I wins because of their technology, their flexibility, their deep domain knowledge, and their customer responsiveness. They have the same type of engineering-driven, customer-focused culture that we have at Vertiv. The two organizations are a natural fit.
We believe this enhanced offering will provide significant new revenue and growth opportunities for Vertiv as we combine the portfolio with new relevancy for our cloud and colocation customers, the fastest-growing segment of our customer base. Cloud and colocation customers demand edge deployment capability, and Vertiv will now have the ability of bringing them enhanced, integrated, critical digital infrastructure for their applications. From a geographic perspective, there's an opportunity to leverage Vertiv's footprint and expand E&I into Asia. E&I is a highly profitable business with industry-leading margins, over 25% EBITDA margin, and strong cash generation. Our model includes only cost synergies. We've not modeled in any revenue synergies, although we believe they will be very significant. The acquisition of E&I offers plenty of upside for Vertiv and is consistent with our disciplined approach to M&A.
The financial benefits will be immediate, accreting to our growth, margins, and EPS in year one, with cash flow generated returning our leverage to slightly above current levels by about one year after close. With that, David can walk through some of the pertinent details on their financials.
Perfect. Thanks, Rob. Looking here at Slide 11, this page provides a nice overview of the E&I transaction with deal details on the left and financial highlights on the right. Purchase price at closing will be $1.8 billion, including $1.17 billion in cash and $630 million in Vertiv shares. In addition, there will be a $200 million earn-out payable in cash based upon full-year 2022 EBITDA performance, and we disclose the specific EBITDA threshold for the earn-out on the next slide. The $1.17 billion cash component at closing is expected to be funded by $800 million of new debt and $370 million of cash from our balance sheet. Clearly, we structured the financing of this transaction to be friendly to our balance sheet.
We are using equity as currency, while we are also strategically using liquidity we have accumulated over the last 18 months, including proceeds from the redemption of the public warrants at the beginning of the year. Post-transaction, we will still be in a strong liquidity position, and while our net leverage at closing will increase to approximately 3.4 x, we anticipate exiting 2022 at close to 2x . This reduction in leverage based on the expectation of continued strong generation of Vertiv and E&I. We have received a financing commitment from Citibank to backstop the debt portion of the upfront purchase price, which provides substantial financing certainty at closing. Looking ahead to 2022, we are projecting E&I net sales of approximately $570 million, more than 20% higher than 2021, and EBITDA of $150 million, translating into a 26% EBITDA margin.
Clearly, E&I is a well-run profitable business, and this high EBITDA margin contributes to many of the favorable financial highlights on the right side of this page. As investors and analysts are well aware, a critical initiative for us is to expand our adjusted operating margin to 16% in the intermediate term and 20% in the long term. This acquisition provides an immediate tailwind in our pursuit of these margin targets. We expect this acquisition to be accretive to adjusted EPS in the first year, and we have modeled a double-digit ROI in year five based upon what we believe are rather conservative assumptions, including the omission of sales synergies, which could be substantial and possibly impactful as we exit 2022.
Finally, as illustrated in the box at the far lower right, we believe we are executing this strategic acquisition at a fair price of approximately 11 x, which assumes expected 2022 EBITDA of $150 million, plus year three expected run rate cost synergies of $18 million on a purchase price of $1.9 billion, which includes a $100 million assumed earn-out payment based upon 2022 projected EBITDA of $150 million. Turning to S lide 11. This page illustrates the strong historical growth profile of the E&I business. From 2017 through 2020, as the company expanded its U.S. business and continued to take share in the busbar market, the top line grew at a 23% annual rate. Profitability growth followed sales growth, with EBITDA increasing from $65 million in 2017 to $157 million in 2020.
Revenue, EBITDA, and EBITDA margin for full-year 2020 was opportunistically elevated due to several large, highly profitable projects at the beginning of 2020. The net sales and EBITDA reduction from 2020 to the current year, 2021, is driven in part by these larger 2020 projects, but also a slowdown in E&I orders in 2020, primarily due to COVID, impacted this year's first half. Revenue recognition in 2021 has been impacted by the timing of several longer cycle modular solutions being built this year. Looking forward to 2022, we are modeling a 23% top-line increase with expected strong growth supported by an approximate $100 million increase in current backlog versus this time last year. Expected 2022 EBITDA of $150 million implies a 26% EBITDA margin, relatively consistent with prior periods, excluding the spike in 2020.
For avoidance of doubt, 2022 projections conservatively exclude any positive impact from sales synergies, which, as Rob mentioned, could be significant at some point within the year, but highly likely as we exit 2022. With that said, I turn it back over to Rob.
Thanks, David. Moving to slide 12. E&I was founded in 1986 by Philip O'Doherty, who has grown the company since then with a very talented and committed team. David Cote, David Fallon, Gary Niederpruem, and I have spent a great deal of time with Philip and his leadership team. The relationship we have developed and the shared vision for growing E&I as a part of Vertiv are what drove this transaction. E&I is headquartered in Ireland with facilities there in the U.S. and in the UAE and has over 2,000 employees. We are impressed with the manufacturing capabilities of the company. Their facilities are state-of-the-art, and the strength of their operations has been a key part of E&I's success over time. From a business mix perspective, you can see the current geographic footprint, with Europe being the largest market, followed by North America.
We think there's ample opportunity to reshape this pie over time by growing in Asia. In terms of product, E&I has world-class switchgear, busway, and modular power solutions that are specifically geared towards data centers and C&I applications. More on both of these points over the next few slides. Turning to Slide 13. You've heard me and our chairman use this phrase before, a great position in a good industry. E&I, like Vertiv, has a great position in a good industry. Let me tell you more about why we are attracted to them. First, the switchgear and busbar market targeting data centers and C&I vital applications is large, a $7 billion market growing annually at 5%. The vital applications part of this is very important. Where E&I plays is where customers will pay for quality and want only the best technology to ensure the success of their deployments.
This is why product differentiation is so important. Customers are demanding and want customized solutions with the best engineering and integration capabilities. E&I has leveraged their capability to meet these customer demands to compete effectively against larger players, in many cases, winning business because of their strengths and their flexibility to deliver bespoke solutions. Second, from an operating perspective, E&I is also advantaged by its vertical integration approach. Across 750,000 square feet of manufacturing, E&I leverages a vertically integrated approach to have the best product, the best speed-to-market capability, and to provide solutions for their customers. Third, E&I has the capacity to handle more volume. We know this is a market with significant organic growth opportunity. Slide 14 gives you a very nice visual for how E&I fits hand in glove with Vertiv.
During our strategic planning process, we identified critical power switchgear, busway, and modular power solutions, including related software, as key areas of interest for Vertiv from an M&A standpoint. We believe the complementary nature of the two businesses is what will allow us to have that, as David Cote said, one and one equals three type of outcome here. With E&I, we now have the ability to offer end-to-end integrated solutions that could be managed through a single software suite and installed and maintained by our own Vertiv service organization. We believe having all these elements together will allow us to continue to differentiate for our customers. The next page, Slide 15, gives you a great feel for where the switchgear and busway is utilized within traditional and modular data center deployments. E&I is a great fit for our existing offerings, partly due to where the products are located.
There is also real areas of innovation where we can explore together now that we have the entire powertrain. As we've discussed, in addition to the switchgear and busway products, another huge benefit to this deal is significantly increasing our modular capability. More and more data centers are moving to modular-type construction, and while we do that today, E&I will bring another level of expertise in this rapidly growing area in both product and manufacturing locations. Turning to Slide 16. This slide demonstrates the revenue opportunities that are in front of us. While we've not used any of the revenue synergies in the financial model, we do feel really good and confident that there's meaningful upside.
As we've already discussed, with this broadened view of our power infrastructure portfolio, it will allow for core Vertiv service businesses to start installing, maintaining the switchgear and modular solutions that E&I produces today. We have already touched on the modular piece several times, this piece cannot be undervalued. Sometimes these modular solutions will be more project-oriented in nature, bolstering our capability in this area will be fantastic. Finally, we believe the set of offerings we are adding to Vertiv with this acquisition align very well to some of the fastest-growing market areas with our cloud and colocation customers. Turning to Slide 17. From an integration perspective, as Dave mentioned, the planning has already begun. We have work streams developed and key leaders identified who are dedicated and ready to go. Gary is going to lead our integration efforts.
In addition to the pre-acquisition integration reviews, we will be setting up 30, 60, and 90-day reviews, and then a quarterly cadence thereafter to thoroughly examine our progress. We will certainly preserve the secret sauce Phil and his team have created around customers, solving complex issues, being flexible, and being innovative. Phil will continue to lead E&I. He will join the Vertiv leadership team and will report directly to me. I'm excited to work alongside with him, taking the learnings from E&I and incorporating those in Vertiv where they could be beneficial. Let's take a look at Slide 18, let me tell you what we see in terms of our initial synergy opportunities. We see cost synergies in procurement, manufacturing, and office areas that should yield at least $18 million by the end of year three.
Combining our purchasing power, making strategic insourcing decisions, implementing VOS in E&I facilities, and a host of other actions will lead to meaningful savings. From a revenue standpoint, we project being able to completely take the integrated solutions to all of our customers, particularly the cloud and colocation companies that will drive this incremental revenue. We can expand E&I's customers' reach to a broader set of switchgear and busway throughout the entire enterprise space as well. We certainly see growing the E&I portfolio in the Asian region and it's a very significant opportunity, which I'm very excited about. Finally, we expect to see growth in service revenue with a stronger switchgear offering. As you can tell, the cost synergies are solid, but I'm really excited about the revenue synergy possibility. I'll now turn it back over to David to hit a few more financial highlights with this transaction. David?
Thanks, Rob. Turning to Page 19, this slide provides a good synopsis of the financial implications of the transaction. We expect the addition of E&I to be accretive to long-term organic growth, adjusted operating margin in 2022, adjusted EPS. Of particular importance are the benefits we expect to see with adjusted operating margins. Adding this high-margin business should be 150 basis points accretive in the long run when including cost synergies, but it should also be immediately accretive by approximately 120 basis points next year without regard to cost synergies, as we continued our drive within our long-term margin targets. Finally, on this page, the chart to the right illustrates the acquisition impact on net leverage.
We have consistently signaled that we plan to use our balance sheet as a tool for opportunistic strategic and organic growth, and this deal serves as a great example of how we intend to execute that strategy. While net leverage increases modestly to 3.4x at the date of acquisition, based upon the expected cash generation over the next year or so, we anticipate that net leverage should return closer to 2 x by the end of 2022. With that said, I turn it back over to Rob.
Thanks again, David. Coming full circle, while we don't take reducing our guidance lightly, we wanted to provide you with the latest view that we have on the market. To reiterate what Dave said in his opening remarks, parts are a temporary issue for us. Demand is strong, and the acquisition of E&I positions Vertiv very well for the long term. To all the E&I employees listening, thank you for building a strong and highly desirable company. We welcome you and look forward to working together. To all the Vertiv employees listening, let's watch, listen, and learn what best practices E&I can teach us as we start the integration process. To the great combined team of E&I and Vertiv, I look forward to continuing what each of us has already started and building an even greater company together.
With that, I'll turn it over to the operator to open up the lines for any questions. Operator?
Yeah, ladies and gentlemen, at this time we'll begin the question- and- answer session. In order to ask a question, please press star and then the number one on your telephone keypad. To withdraw your questions, you may press star and two. If you are using a speakerphone, we do ask that you please pick up the handset before pressing the numbers to ensure the best sound quality. Once again, that is star and then one to ask a question. We'll pause for just a moment to compile the Q&A. Our first question today comes from Nicole DeBlase from Deutsche Bank. Please go ahead with your question.
Yeah, thanks. Good morning, guys, and congrats on the deal.
Good morning, Nicole.
Thanks, Nicole.
I'm going to ask one question on the guidance update and then one question on E&I. On the guidance update, I guess, could you guys just provide a little bit more detail around what's going on with the pricing assumptions? I think there's a timing issue here, but maybe just provide some more color around why the pricing is pushing into 2022 and your conviction that price costs can turn positive next year.
Hi, Nicole, and thanks again for the question. What we were saying around pricing, we continue to have headwinds as it relates to cost and materials. We continue to drive pricing, and what we're really saying here is that a lot of that will be recognized in beginning of 2022 as we build that into the backlog. We're currently burning off our current backlog, and as we do that, we won't see that in pricing effect. It's kind of a delayed by two quarters. We feel good about our pricing process, getting price in the market and continue as inflationary measures impact us. Gary?
Yeah, thanks, Rob. Hey, Nicole. I think the only other commentary I'd add to Rob is, with what we're seeing in pricing is it is really sticky. The only piece here is not the fact that we can't get price. It is exactly what Rob said, the large backlog and some of the timing of the shipments on the projects might slip out to where we have more meaningful increase in pricing going into next year. You can see the pricing ramping every quarter, every month as we track this, and the pricing that we are getting, we do feel is really pretty sticky. It's not really a can we get price? It's just more of a timing issue than anything.
Okay, got it. Thanks, guys. That's helpful color. On E&I, as you've built your accretion assumptions, is there like a bit of a contingency in there for supply chain as well? I guess maybe, if you could go through what E&I is facing with respect to supply chain, if that's an issue for them as well.
Yeah. Thanks, Nicole. Of course, the supply chain issues is a hot topic pretty much in every industry, every region, and it's one of the things that we have diligence with E&I. I'd say based on where they stand today, they are not experiencing as significant of an issue. They are certainly seeing some headwinds, but they're not seeing as a significant issue as we are based on some of their regional supply base. However, I would say that is a potential risk as we head into 2022. At this point, we're not highlighting that as a significant risk. Rob, I don't know if there's anything you want to add on to the supply chain dynamics at E&I.
No, David, I think you nailed it. I mean, the core products that they use in their gear is aluminum, copper, steel, those types of things. Breakers are certainly something. Traditionally, don't use things like IGBTs that we're using in parts. That's why you're probably seeing a greater kind of supply issue for Vertiv, because the types of parts we use in our UPS and in our thermal management products, which they won't experience.
Got it. Thanks, guys. I'll pass it on.
Thanks, Nicole.
Our next question comes from Jeffrey Sprague from Vertical Research. Please go ahead with your question.
Hey, thanks. Good morning, everyone.
Morning, Jeffrey.
Hey, just a couple from me also. First, Rob, just picking up where you were on supply, IGBTs, you just called out. On the Q2 call, you called out kind of more mundane things like fans and the like also. I guess the question really is how widespread are the availability issues? Maybe elaborate a little bit on your view that it is temporary. I guess over a long scope of time, it's temporary, but how long is temporary in your view? Are we talking months, quarters? Maybe you're pursuing new sources of supply, maybe you're vertically integrating to address it yourself, but a little more color there I think would be helpful.
Good question, Jeff. I'd love to be able to tell everyone today definitively when this is going to end. As you can see, it's impacting multiple industries across the globe, not just us. As you mentioned earlier, you're absolutely correct. On last call, we talked about IGBTs, our fans, all those things are still consistent. What primarily a lot of the industry and industries are experiencing is chip shortages in general. You've seen announcements from several companies around that. That tends to take longer to be able to get that supply back up on plan. When we say temporary, various parts of our business, whether it's IGBTs, might be a temporary thing, which could be a quarter or two. Some of the chips and so forth could lag into latter parts of 2022.
I wish I had the perfect crystal ball for that. We are seeing real time in the last 30 days, suppliers decommit from commitments that they've already made and our willingness to actually spend more money to get those parts, and then the parts aren't there, they're not able to ship them. When I say temporary, we'll look at it and we take it part by part, where our engineers hard at work looking at alternative sources and qualifying other parts that might be available out there. We're not just giving up and throwing our hands up in the air and saying it's an issue for us. We're really working hard to second source, third source, and get other suppliers back online.
The chip thing in general, as you read in the news and hear everywhere, is something that's going to take a little bit of time for the fabs to come up to speed. The demand is much higher. Unfortunately, a lot of the parts that we share or have in our products are shared across many of the electronics, whether it's the auto industry, whether it's other areas, and we're all vying for those vital components to put our things together. As I said, I feel confident that this will pass, and we continue to see the strong order growth, and we're fulfilling and taking care of our customer demand the best we can.
Secondly, unrelated. David mentioned a couple times what the deal does for your margins. I think the impression we all had was getting to 16% and then ultimately to 20% was in the scope of the internal levers that you had at your disposal, the multiple things you've talked about. Is that still the case? Obviously, the arithmetic of this deal moves the margins, but that internal target opportunity that you saw and have been talking about, is that fully intact?
Yeah. Great question, Jeff. We can absolutely confirm that the opportunity that we see internally from margin expansion is the same after this deal as it was before the deal. Mathematically, we got to get to 16% one way or the other first, then to 20%. As we look across the many opportunities that we've talked about over the last 18 months, we continue to remain very optimistic that those are still intact and will continue to drive those. This will help us, at least from a numbers perspective, to get there more quickly. From an overall ability to get to that 20% in the long run based on internal levers, we still remain very confident being able to do that.
Great. Thanks a lot, guys. Good luck.
Thanks, Jeff.
Yeah.
Our next question comes from Lance Vitanza from Cowen. Please go ahead with your question.
Thanks, guys, for taking the questions and congratulations on the transaction. I, too, have one question on the supply chain and then one on the merger. With respect to the supply chain stuff, what is the risk that your competitors would be better able to access supply and thus take share?
Lance, hi, this is Rob. That always could be a possible risk, but I believe the global nature and the local nature of our supply chain, that we're getting our fair share plus. I know as I look at the numbers and our growth rates are up greater than what we had originally expected, and we know that we're getting more than our fair share from some of the suppliers. I don't wake up at night or wake up worried about that. I just want to take care of the customers that we have orders from today and get those shipped out. We're really aggressive, and the team is honestly not sleeping, working around the clock. I feel like from a competitive perspective, we're going to be as competitive as anybody else getting those parts and supplies.
Like I said earlier, we're continually looking at alternate sources so that we can broaden that supply base opportunity for us as well.
Okay, great. With respect to the merger, Rob, you mentioned that E&I isn't yet in Asia. You think you can take them there. Is that the primary source of the potential revenue synergies you alluded to? In any case, could you discuss sort of the rough timing of your entry into Asia? Are there specific obstacles that you'd expect to face as you look to do that and penetrate that new market? Thanks.
Yeah. Lance, actually, I see a global opportunity. I highlighted Asia because they have some work that's being done actually in Australia. We look at that as something that within 2022, we'll be taking orders and doing business over there. Whether that all shifts from local sources in Asia, which takes time to bring factories online. We'll be able to take our collective customer base and bring the E&I capabilities to that. What really excited me about the deal is the fact we have customers in the enterprise space that we've had strong relationships for years, and in the colo space where maybe they haven't been as strong, where we can immediately bring this opportunity and capability together. I really look at the entire globe as an opportunity with Asia being kind of a supercharger for us to get the revenue growth.
The combination of bringing the entire powertrain together, the innovation that we can do together now having the complete system, I think puts us at a different level and allows us to compete quite well.
Great. Thanks, guys.
Thanks, Lance.
Our next question comes from Nigel Coe from Wolfe Research. Please go ahead with your question.
Hey, can you hear me?
Yeah. Hi, Nigel.
Yep. Hey, this is Brandon Regan from Wolfe Research. I'm going to do the sort of same style that everyone else has been doing, one on guidance and one on E&I. I'll start with guidance. The drop in free cash flow is something that sort of came as a surprise to us. Other than the, I think you point to like a $45 million hit to free cash flow just for the transaction. Is there any other working capital pressures coming in inventory, or is it just really accounts receivable? Is this going to sort of liquidate and normalize as we go into 2022 when the cadence of inventory and supply are normalized?
Great question. Thank you, Brandon. This is David . If you look at the $95 million takedown, we bullet point that out on Slide seven. $50 million related to the operations directly attributable to the $60 million reduction in the adjusted operating profit. It's not the full $60 because, of course, from a timing perspective with the working capital in the fourth quarter, those sales wouldn't have been received in the fourth quarter anyhow. That would actually negatively impact the beginning of next year. Your question about inventory is a good one. We have included some provision in our updated numbers for increased investment in inventory based on where we are with the supply chain. We have pretty much put our internal inventory metric aside in this environment, and we will continue to invest in inventory.
If we can get our hands on parts, we will make that investment, you could see that inventory balance increase as we get through the year. The other component or the other half of that takedown is for the full-year free cash flow is based on the M&A expenses. $45 of the $65 approximately are cash related. The other $20 is pursuant to some purchase accounting non-cash entries that we expect in the fourth quarter associated with the transaction.
Perfect. Thanks. Then just one quickly on E&I. In the past, E&I had been a supplier at one point or another to Schneider in both the U.K. and the U.S. I was just wondering if there's going to be any sort of cannibalization of potential Vertiv all-in sales, if E&I continues to support the Schneider project pipeline. Thanks.
Yeah. Hey, Brandon Regan, it's Gary. I think the short answer probably is we would not expect any dyssynergies at that point. There's always a little bit of a buy-sell relationship between all of our peer companies, and whether that's at a finished good level or at a breaker level or a UPS level, there's always some buy and resell relationship going on. I would not expect any dyssynergies at this point in time.
Perfect. Thank you.
Our next question comes from Andrew Obin from Bank of America. Please go ahead with your question.
Good morning. This is David Ridley-Lane on for Andrew Obin. Wondering what the biggest factors behind E&I's revenue growth over the last four years have been? Is there a specific product group that has been growing much faster or maybe a geographic expansion that they've done that's gone very well?
Hi, David. Good morning. Thanks for your question. This is Rob. What I'd say that the secret sauce is very similar, and that's why we like the company. They are very intimate in collaboration and innovation with their customers. What I'd say as the customer base, the co-los and hyperscale want more bespoke solutions, want things their way. They really value the collaboration and engineering innovation aspects. That's where E&I has really done a great job. As you mentioned, they have expanded their footprint in Americas and have had success with taking that same model that they were very successful in Europe and bringing that to the Americas, which excites us because we've seen that now replicate, and they've done it in the Middle East, and will do it in Asia as well.
I think they continue to be customer-focused, continue to drive innovation as a core value and collaboration with the customers. Speed is everything, the quality as well, and that's all the things that E&I represents, and that's why they're winning.
What's the aftermarket and services mix for E&I? Is it similar to Vertiv? Lower than Vertiv? Is there an opportunity to leverage your own existing service footprint for E&I products?
Yeah. Hey, David. Gary. Yeah, I think that last part, you probably answered it even more succinctly and eloquently than I could. We do see that service piece as a huge lever here. Traditionally, the E&I business does not have a lot of service that's attached to it. We have a relatively large couple of hundred million dollar service business within our larger service business that is focused on switchgear, bulk, installation, maintenance, deployment, aftermarket spares. We think there's a real opportunity to be able to take that capability and go to market along with the E&I product side. We should be able to have a fully integrated product set as well as be able to wrap that with our service business as well.
Well, thank you very much.
Thank you, David.
Our next question comes from Amit Daryanani from Evercore. Please go ahead with your question.
Yep. Thanks a lot. I guess I have two as well. Maybe first on the E&I side, could you just talk about when I look at this 20%+ growth rate of the company historically, I think he's talking about that in 2022 as well. Is that all an organic number at least from a historical basis that they've had? Is this a right way to think about this business longer term at a 20% CAGR?
Yeah. Thank you, Amit Daryanani. What I'd say is it is all organic, and what E&I's done a really good job of is playing off their kind of foundation of busbar, busway, and other solutions. What they've really done is taken their core, what I would call custom modular switchgear and the Busway.
Complete solutions, what we call power skid houses, are called on a global basis. They've done a really good job of adding more value to the customer, delivering more complete solutions. We've talked about in the past and where the market's going, especially on a global basis, because of the shortage of talent, is more solutions built in a factory and less assembly done out on site. They just continue to grow within the adjacencies of their market space, adding also software and controls around all of that. All of it's organic, and we continue to see them taking share, and growing, as this category expands of modular data center solutions because of their real close collaboration with customers and the innovation and speed in which they move.
Perfect. Thank you for that. If I could just follow up on the revised full-year guide. You said two components of this, but on the revenue side that you're lowering your revenue expectations by, you talk about you have conviction that this is all going to go into perhaps a backlog and you'd realize at some point perhaps in 2022, versus it's gone away competitively to someone else. Where do you see those orders going in the backlog or somewhere else would be helpful to understand. Maybe just talk on pricing capabilities, right? That even how tight the supply environment is and how the demand is, you would have more pricing power versus not. Why is that taking a bit longer to realize versus not?
Sure. I'll start off, and then let Gary jump into the pricing side. As it relates to backlog, we've always talked, our backlog is really sticky. Meaning, when we get a purchase order, it's followed up with a contract and so on, so that we very rarely, if at all, see any of the backlog go away. Typically, these jobs are custom in nature and designed around our products. While we're doing everything we can to get product out to customers on time, everyone understands that the environment today is different than what it was six months ago and even 30 days ago. We see it's very sticky. We see our customers continue to place orders as evidenced by the order growth rates that we mentioned for the first two months of this quarter.
We feel real confident about that sticking and driving forward and just continue heads down taking care of the customers. Gary, talk a little bit about price.
Yeah, sure, Rob. I think on the pricing side, there certainly is the transactional flow business that we have. That stuff has been priced in for a while, and we certainly see that traction and that part is relatively easy. The only part that is being delayed is some of the project stuff. Again, it's not from an issue of being able to execute or being able to give price. It's purely the timing of when that is going to hit the revenue line. All of the customer conversations we've had have been very rational, very open-minded. We are executing the plan and the actions really pretty well. It's just a matter of it's probably going to be, some of it's going to be a quarter delayed, primarily because of the large backlog we have and then the execution project timing.
Once again, if you would like to ask a question, please press star and one. Our next question comes from Patrick Baumann from JPMorgan. Please go ahead with your question.
Hi. Good morning, everyone. Thanks for taking my question. One of the slides you show a 0.5 point increase in long-term organic growth expectations. Can you walk through what drives that? I think it also shows core Vertiv at 6.5%. I was thinking, at least in prior communications, core Vertiv was being presented as more like 5%, which is 1.5 times 3%-4% market growth. Just if you could walk through that. I think it's slide 19, kind of that long-term organic growth math from core Vertiv to the pro forma Vertiv.
Hey, Patrick. It's Gary again here. Good catch. I'd say two things. One is, we think the long term, mid to long term sort of through the cycle market growth is probably squarely in that 4%-4 .5% range at this point in time. Maybe just a little bit north of what we were even thinking a year ago when we communicated those market growth rates. We're calling that 4%- 4.5% through the cycle growth, and 1.5 x the market is still the goal for core Vertiv. That's one piece of it.
The reason why it goes up about 50 basis points is, we truly believe that the switchgear busway modular solutions market is going to grow in that more mid to upper single digit range from a market standpoint, and we would have the same expectations for E&I, that they would be able to grow 1.5 times that market as well. You sort of do that math and you say, okay, we think that, for the most part, we should be in that 7% growth range. Some years it'll be more, some years it will be less, as we've always talked about. It really is, we've upped a little bit the lower end of the guidance from a market growth standpoint, and then you layer on those slightly faster growing areas where E&I is, and you blend those out, and that's how we get that.
The upper single- digit number you just mentioned, I'm going back to Slide 13, it's showing a 5% CAGR for the market, but you're saying mid to upper single- digit. Is the upper single-d igit like, I don't know. Is that including some synergies or just kind of curious why you're framing it that way?
Yeah, so-
Maybe said differently as well, what is the expectation for E&I's revenue growth ex synergies over the next few years? What's the CAGR you expect?
Yeah. I'll break it into a couple parts, and David can chime in as well here. I think that 5% market growth is really around the known switchgear, busway market that we can clearly wrap our arms around. The reason why we think it's going to go a little bit north of that is all of the modular business that Rob mentioned earlier. Quite honestly, it's just difficult to get our arms around what is that market size for modular power skids, modular data centers right now. Whatever the size of that market is, that's going to grow north of that 5% number. Therefore, we put that range in there. In terms of E&I longer-term revenue projections, I don't know, David, do you have any thoughts about that?
Yeah. We've had to make certain assumptions when we did our ROI calculation. I can tell you, for the out years, we are assuming upper single- digits. We will have a benefit, of course, in 2022, a little bit higher than normal. Over the next five years, 2022-2026, we are very definitively assuming upper single- digits.
You don't think 2022 is something like 2020, where the business benefited from some opportunistic projects and timing around that stuff? You think 2022 is a good run rate to grow off of?
Absolutely. That's absolutely correct.
Okay. That's helpful. Then my last one also on E&I and just kind of the portfolio knock stands. I mean, do you see yourself as kind of competitively well-positioned versus like Eaton and Schneider and Core Electrical, or do you think there's more work to do on that front?
I really believe that we've got the powertrain that we need for our customers. E&I really fills the portfolio nicely. We're happy with where we're positioned there and really excited to take that whole offering globally.
Okay. Super helpful. I'll drop off now. Thanks for the time. Appreciate it.
Ladies and gentlemen, with that, we'll conclude today's question and answer session. I'd now like to turn the floor back over to Rob Johnson for any closing remarks.
Thank you. As you can tell, we are very excited about the E&I acquisition. It is a key milestone in our strategy. It strengthens our position as a pure play critical digital infrastructure space. We appreciate all of your support. Thank you. Have a great day. This concludes the call.
Ladies and gentlemen, the conference has now concluded. We thank you for attending today's presentation. You may now disconnect your lines.