Good morning, and welcome to the AZZ Inc. Precoat Metals Acquisition conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. I would now like to turn the conference over to Joe Dorame with Lytham Partners. Please go ahead. Thank you, Andrea. Good morning, and thanks for joining us today to review AZZ's acquisition of Precoat Metals. Joining the call today are Tom Ferguson, Chief Executive Officer, Philip Schlom, Chief Financial Officer, and David Nark, Senior Vice President, Marketing, Communications, and IR. After the conclusion of today's prepared remarks, we'll open the call for questions. Please note there is a slide presentation for today's call, which can be found on AZZ's Investor Relations page under Latest Presentation at azz.com. Before we begin with prepared remarks, I'd like to remind everyone, certain statements made by the management team of AZZ during this conference call constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Except for the statements of historical fact, this conference call may contain forward-looking statements that involve risks and uncertainties, some of which are detailed from time to time in documents filed by AZZ with the Securities and Exchange Commission, including the annual report on Form 10-K for the fiscal year ended February 28, 2021. Those risks and uncertainties include, but are not limited to, changes in customer demand and response to products and services offered by the company, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets, and the metal coatings markets, prices and raw material costs, including zinc and natural gas, which are used in the hot-dip galvanizing process, changes in the political stability and economic conditions in the various markets that AZZ serves, foreign and domestic. Customer requested delays of shipment, acquisition opportunities, currency exchange rates, adequate financing, and availability of experienced management and employees to implement the company's growth strategies. In addition, AZZ's customers and its operations could potentially be adversely impacted by the ongoing COVID-19 pandemic. The company can give no assurance that such forward-looking statements will prove to be correct. These statements are based on information as of the date hereof, and AZZ assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. With that out of the way, let me turn the call over to Tom Ferguson, Chief Executive Officer of AZZ. Tom? Thank you, Joe. Welcome, everybody. We're extremely excited to share the details of this transaction with you. I had the opportunity to look at these assets back in 2019. Throughout our visits of sites and the headquarters during due diligence, I was impressed by the improvements Kurt and his team had made in operating efficiencies, value-added services, customer service and responsiveness, as well as sales and business development. We have entered into a definitive agreement to acquire Precoat Metals from Sequa Corporation for a purchase price of approximately $1.28 billion or about $1.13 billion when adjusted for an estimated net present value of $150 million of expected tax benefits, much of it coming in the early years. This highly complementary transformative acquisition accelerates AZZ's strategic priorities, advances our strategy of becoming predominantly a metal coatings company, and builds upon our unrivaled position in hot-dip galvanizing. Interestingly enough, over 70% of what Precoat paints is galvanized or Galvalume steel. The addition of Precoat more than doubles our coatings-related revenue to $1.2 billion and further cements our leadership in high-margin businesses with high levels of value-creating services and solutions. Precoat is a leading independent provider in North America for value-added services and pre-painted metal coil coating, with leading market positions across a diverse group of highly attractive end markets, from agriculture to appliances to commercial and residential construction and transportation. Additionally, while this transaction is highly strategic and significantly improves our portfolio, we are also excited because of the strong financial returns we will get from the acquisition. The transaction is significantly and immediately accretive to our earnings. We estimate that it will be meaningfully accretive in fiscal year 2023, even with only a partial year of ownership, and at least 20% accretive to our adjusted EPS in our first full year of ownership in fiscal year 2024. Philip? While this was a competitive auction process, we believe we were able to acquire the asset at an attractive price at 8.2x trailing twelve-month EBITDA, including the net present value, as Tom noted, of substantial tax benefits that we'll be able to generate with our strong North American earnings profile. I would also like to highlight that a meaningful amount of those tax benefits will be realized in the first three years of ownership, providing a clear cash flow benefit to AZZ. It is our plan to fund the transaction using cash on hand and a mix of debt and equity. We've already spent a lot of time exploring the variety of equity and equity-linked options in connection with this transaction and will continue to evaluate other options as we focus on a targeted close in early May. We are targeting a prudent net leverage of approximately 4.25x at closing. Given the strong working capital and cash flow pro-profile of both our existing businesses and Precoat, we expect to be back within our target leverage level below three by the end of our first full year of ownership in fiscal year 2024. We previously enjoyed an environment of low leverage balance sheets with leverage in the 1.5x range, with a then target of 2.5x. This acquisition-related financing will have us well above that out of the gate. However, we remain diligent and confident about returning our leverage to that 2.5-3x multiple. Finally, on this slide, I do wanna highlight that while we are extremely excited about the transaction, we have not taken our eye off the ball on AZZ's execution. We have finished our year well and have narrowed our full year revenue guidance to $890 million-$910 million, and increased our full year EPS guidance to $3.15-$3.25 on a fully diluted share. Thank you to everyone on the AZZ team that has helped deliver such great results. Tom? As I alluded to in my opening remarks, the strategic rationale here is fairly straightforward. We have been clear about our strategy to focus on high quality, high margin metal coatings businesses, and Precoat has a leadership position in an attractive market with diverse value-added solutions across a wide range of markets and broad customer base. Some of Precoat's largest competitors are vertically integrated steel companies, so while they handle the high volume runs well, they differentiate with customization, efficiently running small lots and offering a wide variety of color and options like embossing. Additionally, location matters when it comes to transportation and access to end markets. In galvanizing, our largest competitor is Valmont, and with Precoat, it is Cornerstone and probably SDI. This transforms our portfolio to be over 75% metal coatings focused, significantly grows our sales base, and expands our consolidated margins by nearly 200 basis points, even before taking into account any cross-sell and synergistic opportunities. For example, we're already evaluating the opportunity of moving our electrical enclosures to pre-painted panels, which is maybe a small thing, but it's, it'll give us a start. I will note that while our initial focus is on establishing solid reporting and controls, ensuring that people maintain access to their healthcare and 401(k) benefits, and moving Precoat from a calendar year and EBITDA focus to our fiscal year and EPS ROIC focus, we will quickly form a synergy team to identify high-value opportunities and develop plans to achieve them. The cost opportunities are primarily centered initially on absorbing the $4 million of services handled by Sequa and finding procurement savings from our new size and scale. During the course of our diligence, we recognized that Precoat was an opportunity to amplify the quality of our business and improve our financial profile. I had the opportunity to look at Precoat back in 2019 and was quite impressed, as I noted. It is great to see the Precoat leadership team deliver on their promises, as our folks have been able to do at AZZ, as we have continued to execute strongly since the early days of the pandemic. We're also excited about the value creation we believe can support Precoat's growth. It's a well-run business with a great team under Kurt Russell, but they believe they have been somewhat constrained from pursuing new opportunities to grow share as they were the cash flow engine supporting Sequa's other fund investment over the past several years. While we will be focused on deleveraging, we will also be looking to invest in high return growth and margin enhancing projects. Let me take a moment to talk about Precoat specifically. This is a business that the AZZ leadership team and I personally have been following for some time, which is what gives us so much confidence that it will add strategic value to our platform. During diligence, we were impressed with Precoat's management team and their ability to run their business while dealing with the distraction of the sales process. Precoat's leadership team and mine had immediate rapport, shared a common understanding of the criticality of safety, environmental, and health focus, as well as effective material handling processes, dealing with furnaces and ovens, chemistry and substrates, and serving many of the same markets. We both share the value and importance of culture and ensuring employees are well-trained with opportunities to grow and develop. Let's just say that touring Precoat facilities felt very much like touring our own, and even our company colors are pretty close. I think we're going to have some fun working together and find a lot of ways to grow earnings. David? Thanks, Tom. Just to give you a quick sense of what the business actually does. Precoat processes coiled metal, unrolling it, treating it, and then applying one or more of a variety of coatings to it. This is a highly value-added process. They are taking a largely raw input and providing manufacturers with a ready-to-go material for their manufacturing processes exactly to their specifications. Most importantly, this is a tolling business. As with our metal coatings business, Precoat does not take commodity risk on metal or coatings. Their input costs are a direct pass-through to their customers. Precoat's costs are 87% variable, and 73% of that is primarily paint, which is specified by the customer and treated as a pass-through with a markup. It's this combination of being a high value add process with little to no commodity exposure that allows Precoat to generate excellent margins and strong cash conversion. Precoat serves the prefabrication part of the value chain, while AZZ is primarily focused on post-fabrication portion, both serving a variety of construction and end markets. Both are tolling operations, so no risk from the underlying metals markets. Both handle over 1.5 billion pounds of metal each, and both compete on high quality, highly responsive service, and a focus to value-added solutions, including logistics, warehousing or storage, and value selling. There are a host of common activities and opportunities ahead of us. Tom? I would like to reinforce that while this is an exciting transformational acquisition, it also fits nicely into the strategy we have been executing on, prioritizing the metal coatings platform at AZZ. This will be the 10th transaction we've undertaken in the past five years on the coating side, including the very attractive DGS business we announced just last week, and the Steel Creek galvanizing deal we announced in January. The metal coatings team is well underway with the integration of these two businesses and our corporate focus. Our corporate team is focused on planning for Precoat. Metal coatings are a place we have a clear playbook for driving profitability, and we will continue to focus on profitable growth through additional acquisitions and expansion of solutions in this space. This deal really turbocharges our transformation. As a CEO, you don't get a lot of chances to find acquisitions that fit your strategic and financial acquisition criteria with the number one market position in their end markets, with these kinds of financial returns, and that also shifts your portfolio so much and so quickly. Pro forma with this deal, we will have over three-quarters of our business focused on metal coatings, and we will hold a leading position in a number of really attractive end markets organically and inorganically. Importantly, the scale we will now have gives us more flexibility to evaluate value-creating opportunities for our shareholders with the Infrastructure Solutions business. In short, this is a significant deal, and we are very focused on bringing Precoat into the AZZ family in the right way. We are also not done shaping the portfolio to the benefit of our shareholders. Both incremental revenue growth and cost savings centered on scale. Our metal coatings business and Precoat operate very similarly in terms of centralized shared services for most functions. Very importantly, both Precoat and AZZ have strong, disciplined cash management processes already in place. We anticipate a great connection between Fort Worth and St. Louis. It's early days, of course, but I am confident we have a runway for significant growth, profit expansion, and can fund the investment opportunities while also deleveraging. Phillp? While this is a significant deal for us, we do think we've taken a prudent approach to our financing strategy. We have fully committed debt financing provided by both Citi and Wells Fargo. However, we do expect to reduce that debt level between now and the closing of the transaction through an equity issuance. While we haven't decided on the exact form of the equity issue, we have been working through a number of options and feel confident about our ability to execute on it. Additionally, both our existing business and Precoat are highly cash generative. While we see good growth for both our businesses, the strong free cash profile allows us to pay down a lot of debt in the first two years and beyond. Finally, while our focus will be getting the balance sheet back to the target level, we do retain a lot of financial flexibility. We remain committed to paying our dividend, and we have also modeled further growth investments to support the continued growth at both AZZ and Precoat. Tom? In summary, this acquisition provides us a meaningful commercial, strategic, and financial opportunity that should deliver strong and sustainable value creation for our investors, employees, and customers. We're grateful to be partnering with Kurt and the entire team at Precoat. We have built a really impressive company. We are excited to combine two market-leading metal coatings businesses, and we look forward to learning and sharing in the combination of our two businesses. With that, I will open it up to questions. We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the key. To withdraw your question, please press star then two. Once again, that was star then one to ask a question, and at this time, we will pause momentarily to assemble our roster. Our first question will come from John Franzreb of Sidoti & Company. Please go ahead. Good morning, Tom and Phil, and congratulations and best of luck. Good morning. Tom, you mentioned that you looked at the company back in 2019, and actually that's what I'm interested in. Yes. Could you talk a little bit about the growth profile in the years prior to the COVID-19 pandemic? What are the drivers of growth for Precoat? Can you give some background maybe there? Yeah, absolutely, John. You know, it's if you go back to that period, Precoat was still somewhat restrained in their volumes, and that was caused by the trade tariffs. So they saw their volumes drop from 1.7 billion pounds, I think, down to as low as 1.4 billion pounds. pounds. Then COVID-19 continued to be a disrupted year. Then in 2021, they returned their volume to where they were pre-tariffs and pre-COVID-19. And at the same time, they had taken the opportunity. They'd identified several value-added services, focusing on more the specialty value-add items, quick small lot, quick ship type of thing. That you know, those just tend to be priced differently and allow them to take advantage of a larger share of wallet, if you will, in terms of beyond just the pay. It was those things that we saw the volume. I think it was $550 million. And now up to, you know, close to $700 million. You know, that's a significant shift, but I think it's now about 30%-35% comes from these value-added services, whereas that was a much smaller percent back pre-tariff, pre-COVID. It's gone from straight volume to value-added volume. Is most of their business a book-and-ship variety like yours or are they locked into longer term contracts at all? They've got, you know, they warehouse a lot of steel coils, so and aluminum coils as well. They have probably a better backlog view than we do on the galvanizing side. You know, galvanizing, we get everything turns in 3-5 days, and while Precoat can turn stuff very quickly, they often have the orders in hand. Philip, do you want to add to that? Yeah, no. I do think they're similar to our galvanizing business where we, you know, they've got. It's more book and ship business than it is long-term backlog business, but they do a little more in logistics around handling coil steel or coils for their customers, which gives them a little more visibility 'cause they know how much of their customers' coils they're holding. Okay. I guess I'll just ask one more question and give other people a chance. Sure. Is there much seasonality in the business? Can you just talk a little bit about that? I'm just looking at the customer base, and I'm kind of curious if that plays into it. Yeah. It's very similar to galvanizing. They have, you know, strong during the construction seasons. So spring, summer, very strong. Fall things, you've got holidays and fall season and then winter tends to be slower. So it reacts very much like our galvanizing and will overlay that quite well. Obviously that's kind of offset from somewhat either AIS on the electrical side sees from a project perspective or WSI from their seasonal turnaround outage season, so. Okay. All right. Thanks, guys. I'll get back into queue. All right. Thanks. The next question comes from Jon Braatz of Kansas City Capital. Please go ahead. Good morning, everyone. Hey, John. Tom, could you speak a little bit to the industry, the metal coating industry, the competitors? Is there consolidation in the industry? You mentioned, you know, talk a little bit about the competitive landscape, but you also mentioned that metal coating, Precoat is a independent provider. Are there a lot of captive providers of metal coating? Is there a trend towards outsourcing in this industry? Thank you. You know, I think, yeah, a couple of things there. One, their next largest competitor, probably their next two largest competitors are Cornerstone, which is a, you know, captive. But partially, I mean, it's like, I hate to compare it to our galvanizing largest competitor, Valmont, who's a really good competitor, but who does a lot of work for their internal facilities, and yet also does outside work. I'd say that both Cornerstone and SDI and Nucor, they do some of their own. I think when it comes to, you know, here, in Precoat, unlike our galvanizing business, they do a lot of imported steel that they coat. I think you've got maybe conflicting trends to some extent. You've got steel companies who are adding coil coating, but they're probably focused on the higher volume. Then you've got the independents who are more niche and somewhat like galvanizing. You know, there's a handful of small numbers of facilities who are independent, and so it's, you know, I hate to keep comparing it to galvanizing, but it's very similar to what we experience on the hot-dip galvanizing side. Okay. Tom, I think Phil mentioned that 75% of the costs are variable. That suggests to me that when things turn down, margins are sort of protected. But on the other hand, when volumes go up, margins don't improve that much because of the variable nature of cost. Is that a correct way to look at it? Yeah, I think it's actually 87% is variable. Of that, 75% is in material cost. The material pass-through is gonna go down. You're correct, it's protected on the downside. I think on the upside, as we've seen with galvanizing, we're able to drive value pricing and try to keep your pricing curve ahead of your cost curve when, you know, when volumes are going up. It's the same principle that we run into. You've seen what we've done with the galvanizing side, and I think there's a similar pattern that we see in Precoat. Okay. One last question. It sounded like maybe Precoat was Investment spend was a little bit constrained, and then that may change under your management. What kind of a level of capital spending are we looking at for Precoat? Yeah, John, as we were looking at this business, I'll just round off the numbers. They were spending in the area of about $15 million a year on capital. We've modeled it probably similar to our galvanizing business, and that's $1 million-$5 million range, which is consistent with, you know, additional maintenance type spending and supporting growth type spending as well. Early days, we got to, you know, get to close, and then once we get to close, we'll further evaluate that. That's the range that we used in our models. Yeah. Let me add one thing on from that, John, that you know their, for theirs, it to build a new line today is probably in the $75 million range, depending on what you know services and value add things you put on it. Whereas in a hot-dip galvanizing plant, that's about a $30 million cost today. You just have smaller number of plants, but higher value per plant. That's why it's roughly the same in CapEx as we look forward. Right. Would you anticipate any, when I look at your map where your facilities are, any geographical expansion, any new facilities? You know, there's opportunities. These are things that we've talked to the Precoat team about. They've had opportunities that they weren't able to invest in. Obviously we're gonna balance the goal of deleveraging with the opportunities to create high internal rates of return, and the risk profile around that. There are those because there's, you know, as you look forward, there's demand for more coil coating lines than there's currently supply. Their plan year, so almost three months into their plan year, whereas at AZZ we're one week into ours. The teams coming over will treat Precoat as its own segment, with Kurt and his team leading that. We see the whole team and we'll be working with them. Our focus initially from moving from a privately owned entity to a public company and, you know, timely reporting. Then making sure that we get all of the benefits locked out. They're very centralized, just like we are, on our metal coating side. They're centralized in St. Louis with all their, as I call it, back office, so finance, HR, IT, similarly to us. I see those just continuing to operate as they are. Obviously, as we look at when to integrate the incentive plan they have, their incentives for this year will stay as they are because their incentive plan is very similar to ours and tied to. The only difference being they go for EBITDA, as you can understand. We're more focused on EPS. Both are focused on cash flow. You know, I think this is one of the nice things, that there's just not gonna be a lot of disruption as we bolt them on. Great. That's very helpful. Obviously, this is a huge step, you know, towards the strategy you've laid out becoming primarily a metal coatings business. Just curious if you can provide any further update comments you made on, you know, the one remaining piece of the portfolio and kind of expectations or what you're seeing in the marketplace on the Infrastructure Solutions side. Yeah. You know, as we've tried to be consistent, we believe Infrastructure Solutions has a really good leadership team. They've got good solid businesses. They need to be partnered with somebody who's willing to invest in them and to do the acquisitions that would improve their sustainability, to invest in some new capacity. It's not that we haven't invested. We have, but not at the rate that needed to be done to consolidate some portions of that, some of the things they do on the electrical side. We still believe that. I'd say that team has performed exceedingly well, given the pressures they've had and the distractions. You know, we're still committed to that. I give kudos to that AIS leadership team for what they've been able to do, you know, the past year or so, given our stated focus on metal coatings. Yep. Thanks so much, John. All right. The next question comes from Deforrest Hinman of Walthausen & Co. Please go ahead. Hi. Thanks for taking my questions. Can you just help us understand how the coating facilities actually operate in terms of, capacity utilization, if you have any metrics like that, or even just, you know, are these one-shift operations, two-shift operations? Yeah. They, you know, I think they're roughly the same utilization we have on the metal coating side for AZZ, you know, the 60%-65% range. They tend to try to run those lines as much as they can, you know, two and three shifts, for the most part. If I remember, if I recall, there's one or two running one shift. The idea is to keep that high cost equipment running. Then when you bring it down for refit, you do that every, I think it's about every six weeks. So that's your downtime, and that's where you lose some of your productivity. Yeah, they're mostly running and very similar. You know, if you look at their Pareto of 13 sites, they've got some outstandingly profitable ones. Obviously they have some on the lower end, just like we do in our hot-dip galvanizing side. You know, we always look at that as the opportunities. Let's go one, see what we can continue to squeeze out of the high-performing ones, 'cause good performing teams tend to respond well. What can we do to improve, you know, is it capital? Is it expenditures? Is whatever it is to help the lower performing ones improve. You know, it's very, very similar to what we face. Philip? Yeah, I think just to add on to your question, Deforrest, a lot of the metrics that Precoat have are very similar to ours, right? We're focused on volume, how many tons are we producing or coating. They focus very heavily at Precoat on hours of operation, and maybe I said that wrong, but it's, you know, they focus on how that line's running and what they're running across that. They focus on their inputs, like the cost of paint compared to, you know, what we do with the cost of zinc. A lot of that's, you know, pushed through because of the tolling operation. Yeah. I'll even add to that because I think they're at about 1.7 billion pounds of steel processed, and on our galvanizing side, we're probably yeah, close to 1.6 billion. You know, even similar in volumes. They focus on line speeds and, as Philip said, hours of production time. You know, quite frankly, that's, you know, we're looking at zinc consumption, hours per pound processed, hours, you know, cost per hour. It's. This is just so similar in how we look at things. Okay. That's helpful. Just so we understand, you mentioned building a new line, $75 million investment, 13 facilities. I mean, that's a pretty big number just in terms of replacement costs versus what you paid. Are certain assets, you know, older than others or, you know, is it really that type of math in terms of replacement value that, I mean, that looks like a pretty good deal? Yeah. I think, you know, they do have some. I hate to keep comparing them to galvanizing, they have some older equipment. They've kept it well-maintained. We spent a lot of time, you know, crawling over lines and equipment, and they use lots of cranes and forklifts just like we do. Yeah, there's a high value of those assets. Even where they're older, just like we are on the galvanizing side, as long as you continue to maintain and refit when you need to, they're highly productive and highly efficient. Yeah, we feel real good about these assets we've acquired. Okay. That's helpful. Just can you help us with. This is kind of a 10,000-foot view question, but there has been pretty substantial changes to the tariffs as it relates to steel with the Trump administration, and then it's kind of carried over with the Biden administration to some extent, but some changes as it relates to quotas with steel coming in. When we think about the coil market in general, and you did discuss the impact that the business faced, Precoat faced with tariffs and then with COVID-19, is the environment now going forward as it relates to coating coils better, worse, the same versus a pre-tariff environment? Yeah. I think. Couple of things. One, you know, the volumes have improved, and we believe they're sustainable and able to grow. Part of that is, you've just got more customization opportunities, and so going after the small lot, highly customized things, 'cause now instead of wanting your barn in traditional red, now you want it, you know, I hate to use chartreuse, but, you know, it's that kind of a thing. You wanna have a different aluminum roof, or you wanna have a different sheet metal color. You wanna have it embossed so it looks like faux wood. To me, the opportunities are that we're in a highly customized level of opportunities, which tends to be, quite frankly, more profitable than just running volume. I think they're more immune to some of the fluctuations on where the steel's coming from, because they've focused so much more on the specialty services and the value add. Okay. That's helpful. Shifting gears, on the funding side of the deal, in the disclosures you've put out today, you've discussed a pretty sizable term loan and a new secured revolver structure. You know, the math that you've laid out on the term loan side, you would seemingly be able to cover the whole purchase price. You've also mentioned the idea of issuing equity or equity-linked securities. I'm gonna guess that that's some sort of convert structure. Can you just help us understand how much of the purchase consideration you would consider funding with equity or equity-linked product, and then the timing at which you would make those transactions? Yeah, as I said during my comments before, we're in the process of evaluating that right now. We've been working on that over the last several weeks, and we would look on the equity side to go, you know, up to probably $240 million-$250 million on the upside there. So that's the range. It could be, you know, below that, but that would be an up to range. Okay, that's helpful. Just I'll ask an additional question as it relates to the infrastructure segment. It has been, you know, a fairly long strategic review, and I don't wanna put words in your mouth, but maybe Precoat was part of the strategic review as well. You know, how should we be thinking about the infrastructure segment going forward? You made comments a little bit earlier, you know, that there needs to be a new partner for those businesses. When we think about, you know, taking on a pretty sizable acquisition and, you know, needing to focus on that, as it- or accomplish that has been underway. You know, so I think that those are the things that to give you a timetable, we would've missed it a couple of times already. I just hesitate to do it, and I don't want us to be locked in to, you know, having to take a bad deal or take on a bad transaction. You know, we continue to say that those assets need to be where in a home that is willing to invest far more significantly in them than we've been doing. The next question comes from Kieran McCabe of Stifel. Please go ahead. Yes. Actually, the question I think was partially asked before, but just kind of a follow-up to that one. Hypothetically, if you did find the right partner for Infrastructure Solutions in fiscal 2022, could you use those proceeds from the sale of the IS to avoid issuing equity to pay for the acquisition? Or, how would you view that kind of capital decision if you did find the right partner in 2022? Yeah, we're viewing that as an option. Mm-hmm. Obviously, if we were sure of it, you know, we might be acting differently. We like the idea of having the optionality and there could be opportunities to go ahead and do equity in addition to that, just because of the opportunities that we still need to get comfortable with that I think Precoat has. Mm-hmm. You know, we're gonna maintain that optionality. Just, you know, just given the idea that we've been talking about the strategic actions around AIS for 15 months now. We made the decision some time ago, but now we're in the, you know, this process where our primary focus is making sure, I mean, we've got to, you know, obviously, we can do the deal with all debt, but that gives us higher leverage than we care to take on right now. Right. We do have both options, equity alternatives and cash or a combination thereof. Right now we're in a really good place in terms of those options and engaging with the Precoat team on what opportunities they have going forward that require additional investment. We'll have a really good revolver on this deal so that we can ensure we've got good cash. As I mentioned, we've got good cash management processes in both businesses. We're confident that we're gonna be able to manage that and maintain our investment focus as well. Great. Thank you. All right. Thank you. All right. Well, thank you everybody. I think that's all the questions. Look forward to updating you here as we finish up our year and proceed towards our earnings. One thing I will mention for everybody, you know, as we close, we'll have another investor call where we can lay in, you know, the 10-year histories and provide the data and background after we've made sure that it kind of fits in our vernacular that we use in AZZ. So we'll plan to do that as we get closer to the close or shortly thereafter and make sure that we provide you the data to help with analytics going forward. We thank you very much for your time. The conference has now concluded. 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