Fox Factory Holding has signed a definitive agreement to acquire 100% of the issued and outstanding capital stock of SCA Performance Holdings, from Southern Rocky Holdings a portfolio company of Kinderhook Industries.

The $328 million transaction, exclusive of vehicle inventory, will be financed through an expanded and syndicated credit facility led by Bank of America.

The company also agreed to an additional $13 million of contingent, performance-based retention incentives for key SCA management payable over the next two years. The transaction is expected to close late in the first quarter of fiscal 2020, subject to customary closing conditions, and to be accretive to FOX’s fiscal 2020 financial results.

SCA is an OEM authorized specialty vehicle manufacturer for light duty trucks and SUVs with headquarters in Trussville, AL. They operate under three industry-leading, aftermarket brands: SCA Performance, Rocky Ridge Trucks, and Rocky Mountain Truckworks. This acquisition is complementary to FOX’s Tuscany business, expanding its North American, geographic manufacturing footprint and broadening its product offering in a growing segment of the automotive industry.

The combination of Tuscany and SCA as part of FOX’s branded portfolio of premium products provides the Company with a leading market position. Additionally, this acquisition creates an opportunity to add FOX products, including lift kits and suspension components, to SCA’s vehicles.

“We are excited to announce the acquisition of SCA, and believe it presents a substantial opportunity for FOX to further expand its performance-defining aftermarket solutions and continue to drive growth in our Powered Vehicles Group,” said Mike Dennison, FOX’s CEO.

“We look forward to further accelerating our already significant presence in the growing specialty vehicle manufacturing market. We welcome the experienced SCA leadership team and believe they will play an integral part in our Company’s growth going forward.”

The committed credit facility, together with cash on hand, is sufficient to fund the purchase price. The credit facility is expected to be completed upon closing of this transaction.

Jefferies acted as the financial advisor, and Squire Patton Boggs acted as legal advisor to FOX.

Fox Factory Holding designs and manufactures performance-defining products primarily for bicycles, on-road and off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles