Vestar Announces 2012 Promotions
NEW YORK, NY - January 13, 2012 - Vestar Capital Partners, a leading US private equity firm, today announced several promotions and an appointment, effective immediately.
Andrew J. Cavanna and Brian P. O'Connor were promoted to Managing Director, John B. Stephens was promoted to Principal, and David N. Kestnbaum was promoted to Vice President.
"We believe these promotions are a well-deserved recognition of our team's talent and performance. We are pleased to recognize the contributions of these individuals and we look forward to sharing the benefits of their efforts with our partners in the future," said Dan O'Connell, Founder and Chief Executive Officer of Vestar.
Mr. Cavanna is a member of Vestar's Healthcare team. He joined the firm in 2006 from The Blackstone Group. Prior to Blackstone, he was a senior associate at JPMorgan Partners and an analyst in the Leveraged Finance Group at Merrill Lynch. Mr. Cavanna earned his BA in Economics and Government from Cornell University and his MBA from Columbia Business School.
Mr. O'Connor is a member of Vestar's Consumer team. He joined Vestar in 2000 from DLJ Merchant Banking Partners, spending two years at the firm prior to attending business school, rejoining Vestar in 2004. Mr. O'Connor holds both a BA and a Bachelor of Business Administration degree from the University of Notre Dame and an MBA from Harvard Business School. He is also a Chartered Financial Analyst.
Mr. Stephens, a member of Vestar's Consumer and Diversified Industries teams, joined the firm in 2006. Previously, he was a member of the Leveraged Finance Group at Wachovia Securities, where he worked on consumer- and healthcare-related financings. Mr. Stephens also worked at L.E.K. Consulting. He holds a BA from Middlebury College, where he was a member of the Phi Beta Kappa academic honor society.
Mr. Kestnbaum is a member of Vestar's Consumer and Diversified Industries teams. He joined the firm in 2006 from JPMorgan's Financial Sponsor Group, where he executed a variety of private equity-related M&A and financing assignments. Mr. Kestnbaum holds a BA in Political Science from the University of North Carolina at Chapel Hill.
Norman W. Alpert was named as the Head of Vestar's Consumer Sector. Mr. Alpert is a Managing Director and one of the founders of the firm and also serves as a member of the firm's Executive Committee. He was formerly a senior executive in the Management Buyout Group of the First Boston Corporation.
"In the 25 years since Vestar's founding, Norm has led many of the firm's key investments, most recently Press Ganey and HealthGrades," said Mr. O'Connell. "As Head of our Consumer franchise, Norm will be returning to a role he skillfully played in prior years and will be working closely with Kevin Mundt, President of Vestar Resources, and Brian O'Connor, Managing Director, to continue the long and successful Vestar tradition of identifying and developing opportunities in the consumer space."
About Vestar Capital Partners
Vestar is a leading private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in North America with valuations of $250 million to $3 billion in four key industry sectors: Consumer, Diversified Industries, Healthcare and Digital Media, and Financial Services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 70 investments in companies with a total value of more than $30 billion. Vestar has offices in New York, Boston and Denver. For more information, please visit Vestar's website at www.vestarcapital.com.
CONTACTS:
Owen Blicksilver Public Relations
Carol Makovich
203-622-4781
[email protected]
Jennifer Hurson
845-507-0571
[email protected]
Vestar to Sell Essent Healthcare
by Lisa Ward; Updated 04:55 PM, Sep-07-2011 ET
After a long holding period, Vestar Capital Partners and Cressey & Co. are finally exiting hospital operator Essent Healthcare Inc. through a sale to Warburg Pincus-backed RegionalCare Hospital Partners Inc. valued at about $260 million, sources said.
The sale price equates to more than 8 times Ebitda, these sources said. Nashville-based Essent, which owns and operates three acute-care hospitals in Sharon, Conn.; Waynesburg, Pa.; and Paris, Texas; has between $25 million and $30 million of trailing 12-month Ebitda, these sources said.
The sale comes some three years after the sponsors first tried selling it just before the financial crisis hit. Vestar stands to make an attractive return on its $70 million investment. Both sponsors declined to comment on the transaction.
Citigroup Global Markets Inc., Morgan Stanley and Deutsche Bank Securities Inc. committed debt financing to RegionalCare. Brentwood, Tenn.-based RegionalCare owns and operates four hospitals in Florence, Ala.; Muscle Shoals, Ala.; Ottumwa, Iowa; and Wilmington, Ohio.
New York-based Warburg Pincus helped launch RegionalCare in 2009 to back two hospital veterans, Martin Rash, the former chairman and CEO of Province Healthcare Co., and its former president and COO, John Rutledge. Their company was acquired for $1.1 billion by Brentwood-based LifePoint Hospitals Inc. in March 2005.
Warburg invested $300 million of equity in RegionalCare in 2009. In April 2011 RegionalCare raised an additional $267 million of equity in a private placement, according to regulatory filings.
Since its formation, RegionalCare has acquired three hospitals operating in rural areas. In April 2010, it bought Ottumwa Regional Health System for an undisclosed price. In June 2010 RegionalCare acquired Coffee Health Group in Florence, Ala., and Clinton Memorial Hospital in Wilmington. Clinton was acquired for about $55 million, according to Moody's Investors Service.
Essent dates to 1999, when Cressey backed W. Hudson Connery, former COO of Health Trust Inc., a hospital operator sold to Columbia/HCA Healthcare Corp. in 1995. Cressey initially invested $50 million in the company.
Connery reportedly envisioned buying small, underperforming hospitals from large systems, but it ended up buying small, rural hospitals instead.
Vestar recapitalized Essent in January 2005, investing $70 million out of its fourth fund. Cressey, then Thoma Cressey Equity Partners, injected an additional $10 million. The capital helped shore up the company's balance sheet and fund the purchase of Christus St. Joseph's Health Systems in Paris, Texas. Essent secured $55 million in senior debt and a $20 million revolver as part of the deal.
The sponsors were hoping to auction off Essent, but the process was derailed when markets soured. Before resuming a process, the sponsors decided that Essent should divest two particular hospitals in Massachusetts. Because Massachusetts is the only U.S. state that mandates universal healthcare, these hospitals would only interest a select group of buyers.
In December Essent found a buyer in Cerberus Capital Management LP-backed Steward Healthcare System LLC. Boston-based Steward, now one of the state's largest hospital networks, bought the 124-bed Merrimack Valley Hospital in Haverhill, Mass., and the 57-bed Nashoba Valley Medical Center in Ayer, Mass., for about $40 million.
Barclays Capital was the exclusive financial adviser to Essent. Kirkland & Ellis LLP's Mike Movsovich, Kester Spindler and Stefanie Wool, along with Pat Gallagher and David Grenker, represented Essent, together with K&L Gates LLP.
Waller Lansden Dortch & Davis LLP and Cleary Gottlieb Steen & Hamilton LLP advised RegionalCare.
Cahill Gordon & Reindel LLP represented each of the banks.
Hospital operators have been attractive targets for private equity over the past two decades, but industry sources expect the pace of investing to accelerate in the next year as many small, independent hospitals increasingly struggle to stay solvent.
Reimbursement rates from the government and providers result in shrinking revenues, and that trend is likely to continue, sources said.
At the same time, healthcare reform requires hospitals to make large investments in technology upgrades, just as traditional sources of funding, such as municipal bond markets, have been dried up.
Vestar Announces Sale of MediMedia Animal Health
LOS ANGELES & CARLSTADT, NJ, July 11, 2011 (BUSINESS WIRE) - VCA Antech, Inc. (NASDAQ Global Select Market: WOOF), a leading animal healthcare company in the United States, and MediMedia USA, Inc., a leading innovative specialty healthcare communications, publishing and medical education company, today announced the signing of a definitive agreement for VCA Antech to acquire MediMedia Animal Health, LLC from MediMedia for $146 million in cash. Vetstreet, located in Yardley, Pennsylvania, is the nation's largest provider of online communications, professional education and marketing solutions to the veterinary community and is a subsidiary of MediMedia, a portfolio company of Vestar Capital Partners V, L.P. and certain of its affiliates.
The acquisition is conditioned on the expiration or earlier termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended and other customary conditions. Closing is expected between August 2011 and early September 2011.
Bob Antin, Chairman and CEO of VCA Antech, Inc., stated, "We are excited about combining Vetstreet with our existing businesses. We believe that this combination will provide both companies with outstanding growth opportunities. Vetstreet has a history of strong year over year revenue growth including growth of approximately 72% from 2009 to 2010 as well as an estimated growth rate in excess of 50% from 2010 to 2011. Vetstreet's innovative approach to providing valuable services to both veterinarians and pet owners, combined with our considerable presence in both the animal hospital and diagnostic laboratory businesses, will expand the breadth of our product offerings to the veterinary community.
"The long-term synergies provided by combining Vetstreet with our existing businesses are extremely meaningful to each of our three business segments. Vetstreet's online communication tools will help increase client visits to the over 16,000 Antech clients, as well as our own animal hospitals, and strengthen the bond between the pet owner and her veterinarian. Vetstreet's educational services round out the offering to assure that Vetstreet will be the focal point between the pet owner and his or her veterinarian."
Vetstreet currently offers a highly differentiated suite of products and services to the veterinary community, including:
- VetInsite Analytics provides data and reports to pharmaceutical and nutritional companies that allow them to track market share at both the local and national level. In addition, Vetstreet executes direct marketing programs in conjunction with the veterinarian to grow product sales and increase traffic to the animal hospital.
- Vetstreet will soon launch a veterinarian-supported consumer portal, vetstreet.com, providing education, referral and e-commerce support for the pet owner. Vetstreet's consumer strategy is grounded in promoting the relationship between the pet owner and their veterinarian through direct links to subscribing veterinary practices, including online communication vehicles that serve to strengthen the connection between clients and veterinary hospitals.
- Vetstreet Pro, a bundle of communications services for the veterinarian, promotes the connectivity and bond between the practice and the pet owner. Over 4,500 practices located in the US and Canada, with over 20 million active clients, currently use Vetstreet Pro, including practice websites, personalized and secured pet owner portals, automated reminder cards, automated ID cards and practice analytics to increase client visits and drive compliance and persistency in a medically appropriate way.
- For over 30 years, Vetlearn and its predecessors have been the leader in providing world-class continuing education to animal health professionals throughout the industry with leading publications such as Compendium, Veterinary Technician and the recently re-launched professional education portal Vetlearn.com. Over 50,000 veterinary professionals have taken part in Vetlearn's continuing education programs.
Mr. Antin continued, "Vetstreet's annual revenues are expected to grow to $55 to $65 million in 2012. The impact on earnings per share is expected to be slightly dilutive (approximately $0.02 to $0.03 per fully diluted share) in the current year and accretive thereafter. I have known and worked with the Vetstreet management team for over 10 years and am excited that the entire team, led by Derrick Kraemer, President, and Jeff Gaidos, Executive Vice President, is expected to continue with Vetstreet following the closing."
Derrick Kraemer, president of Vetstreet, stated, "For years, veterinary professionals and pet owners have valued VCA Antech's dedicated leadership in helping pets reach their full potential through quality practice health care and world-class diagnostic services. Vetstreet is excited to join VCA Antech and to continue to serve the veterinary community with our leading turnkey client communication platform (Vetstreet®) and our industry leading continuing educational portal (Vetlearn.comTM)."
Norm Alpert, Chairman of the MediMedia Management Committee and Managing Director and Co-Founder of Vestar Capital Partners, stated, "We are extremely pleased with this transaction. Vetstreet's president, Derrick Kraemer, and the rest of the Vetstreet team have done a fantastic job growing their business into the industry leader in veterinary practice communication, education and marketing tools, and this transaction with VCA is a validation of this success."
Piper Jaffray & Co. served as the exclusive financial advisor to Vetstreet.
About VCA
VCA Antech, Inc. owns, operates and manages the largest networks of freestanding veterinary hospitals and veterinary-exclusive clinical laboratories in the country, and supplies diagnostic imaging equipment to the veterinary industry.
About MediaMedia
MediMedia is an integrated content and marketing services provider focused on the healthcare and pharmaceutical industries. The Company operates in two principal divisions: Patient Education and Pharmaceutical Marketing. The Patient Education Group provides comprehensive health management programs and services and patient education content to key healthcare stakeholders, including employers, hospitals, health plans, physicians, patients and pharmaceutical companies. The Pharmaceutical Marketing Group provides a variety of marketing solutions for pharmaceutical companies designed to target physicians and patients. The Company is headquartered in Carlstadt, New Jersey.
About Vestar Capital Partners
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer, diversified industries, healthcare, media/communication, and financial services. Vestar has been particularly active since 2006 with investments in the healthcare information services segment including its investment in MediMedia. Since the firm's founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Munich, and Paris. For more information, please visit Vestar's website at http://www.vestarcapital.com/
Media Contacts:
For VCA Antech, Inc.:
Tomas Fuller, Chief Financial Officer
(310) 571-6505
For MediMedia and Vestar Capital Partners:
Carol Makovich
Owen Blicksilver Public Relations
(203) 622-4781
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the statements as to the expected growth, innovation and other benefits of the combination of the two companies, expected impact of the merger on net income and earnings per diluted share for each of 2011 and 2012, the anticipated timeframe for the closing, and whether the satisfaction of the closing conditions will be met and the merger consummated. Actual results may vary substantially as a result of a variety of factors. Among the important factors that could cause actual results to differ are: the ability of the companies to satisfy the conditions to the closing of the merger; the ability of the Company to obtain the consent of its lenders; the ability of the companies to consummate the merger; a material adverse change in the financial condition or operations of either company; the ability to successfully integrate the two companies and achieve expected operating synergies following the merger; the rate of the Company's laboratory internal revenue growth and animal hospital same-store revenue growth; the level of direct costs and the ability of the Company to maintain revenue at a level necessary to maintain expected operating margins; the level of selling, general and administrative costs; the effects of the Company's recent acquisitions and its ability to effectively manage its growth and achieve operating synergies; a continued decline in demand for some of the Company's products and services; any disruption in the Company's information technology systems or transportation networks; the effects of competition; any impairment in the carrying value of the Company's goodwill; changes in prevailing interest rates; the Company's ability to service its debt; and general economic conditions. These and other risk factors are discussed in the Company's periodic reports filed with the Securities and Exchange Commission, including the Company's Report on Form 10-K for the year ended December 31, 2010, and the reader is directed to these statements for a further discussion of important factors that could cause actual results to differ materially from those in the forward-looking statements.
Vestar Announces 2011 Promotions
We are happy to announce two new promotions, Michael Gross and Patrick Kane, to Senior Associate.
As a reminder, Mike has been an Associate in Vestar's Financial Services group since joining the firm in 2008. Previously he was a member of the Financial Institutions Group at Credit Suisse Securities. Mike holds a BS in Business Administration, with majors in Finance and Accounting, from Indiana University. He also holds an MBA from Indiana University's Kelley School of Business. Mike was instrumental in Vestar's most recent investment in Triton container.
Patrick is an Associate in Vestar's Munich office for the past year after spending three years in NY working on multiple investments including Press Ganey. He came to the firm in 2007 from Morgan Stanley, where he worked in the Healthcare Investment Banking group. Patrick earned his BA in International Studies, magna cum laude, from Middlebury College.
We would also like to welcome back Winston Song. Winston will return to Vestar this summer as a Senior Associate, after receiving his MBA from the Wharton School of the University of Pennsylvania. During Winston's prior tenure at Vestar, he worked closely on RTS and Birds Eye investments.
Vestar Acquires Triton Container
NEW YORK -- Vestar Capital Partners and Warburg Pincus, two leading global private equity firms, announced today that they have reached an agreement to acquire joint control of Triton Container International Limited from Pritzker Family business interests. Triton's current management team will continue to lead the business and will hold significant equity in the Company. Pritzker Family business interests will also retain an equity stake in Triton. Terms of the transaction were not disclosed.
Since its founding in 1980, Triton has grown to become the world's largest owner-lessor of marine intermodal cargo containers. Triton operates in 42 countries, on six continents, through 17 subsidiary offices, with agents and a network of more than 200 independent depots worldwide.
Ed Schneider, Triton's Co-Founder and Chairman, said, "Since founding Triton in partnership with Pritzker Family business interests in 1980, with the help of Tom Pritzker, we have built the largest global fleet of owned containers available for lease by cultivating strong relationships with the world's leading shipping companies. Tom's vision and guidance over the past 30 years have been invaluable to our success. We are now extremely pleased to partner with Warburg Pincus and Vestar Capital Partners, and we look forward to Triton's continued success under our collective ownership. Our industry experience and our financial strength position us well to continue to provide valuable service and container capacity to our customers."
Simon Vernon, Triton's President and CEO, said, "We are excited by the opportunity to move forward alongside Warburg Pincus and Vestar Capital Partners, and to enhance the level of service, responsiveness and flexibility that we deliver to our customers."
"We are delighted to have the opportunity to partner with Triton's outstanding management team," said David Coulter, Managing Director and Co-Head of the Financial Services Group at Warburg Pincus. "Over the past 30 years, Ed Schneider and his team have built a premiere global franchise in the sector with a record of strong financial performance and a reputation for reliably supplying and servicing their customer base worldwide."
"Triton has grown to become one of the leading franchises in the container leasing industry," said Sander M. Levy, Managing Director and head of Vestar Capital Partners' Financial Services Group. "In keeping with our philosophy of backing superior management, we are thrilled to be in partnership with Ed Schneider, Simon Vernon, Steve Wight, Edward Thomas and the entire Triton team as the Company enters its next phase of significant growth. With operations across the globe and longstanding relationships with the world's leading shipping lines and financial institutions, Triton is well positioned to participate in the attractive secular trends in global trade."
Wells Fargo Securities, Nomura and SunTrust Robinson Humphrey acted as the private equity firms' financial advisors. Cleary Gottlieb Steen & Hamilton LLP advised the private equity firms on legal matters in connection with the transaction. Kirkland & Ellis LLP advised Vestar Capital Partners on certain legal matters related to the transaction.
Bank of America Merrill Lynch acted as financial advisor to the Company. Latham & Watkins LLP advised the Company and the selling stockholders on legal matters in connection with the transaction.
About Triton Container International Limited
Triton Container International Limited is the world's largest owner-lessor of marine intermodal cargo containers. The Company was founded in 1980 and is based in Hamilton, Bermuda with subsidiary offices in Hong Kong, Singapore, Tokyo, Shanghai, Sydney, Cape Town, Genoa, Hamburg, London, Paris, Rotterdam, Miami, Atlanta, Seattle, Woodbridge, New Jersey, Rio de Janeiro, and San Francisco.
About Vestar Capital Partners
Vestar Capital Partners is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Munich and Paris.
About Warburg Pincus
Warburg Pincus is a leading global private equity firm. The firm has more than $30 billion in assets under management. Its active portfolio of more than 110 companies is highly diversified by stage, sector and geography. Founded in 1966, Warburg Pincus has raised 13 private equity funds that have invested more than $35 billion in equity in over 600 companies in more than 30 countries. Current and past financial sector investments include, Arch Capital Group, Aeolus Re, DIME Bancorp, HDFC, Kotak Mahindra, Mellon Bank, National Penn Bancshares, Primerica, Renaissance Re, Sterling Financial, and Webster Financial. The firm has offices in New York, Beijing, Frankfurt, Hong Kong, London, Mumbai, San Francisco, Sao Paulo, and Shanghai.
Vestar to Acquire Del Monte Foods
SAN FRANCISCO, Nov 25, 2010 (BUSINESS WIRE)
Del Monte Foods Company (NYSE: DLM) and an investor group led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"), Vestar Capital Partners ("Vestar") and Centerview Partners ("Centerview") - collectively the "Sponsors"- today announced that they have signed a definitive agreement under which the Sponsors will acquire Del Monte for $19.00 per share in cash.
The transaction, which was unanimously approved by Del Monte's board of directors, is valued at approximately $5.3 billion, including the assumption of approximately $1.3 billion in net debt. This price represents a premium of approximately 40 percent over Del Monte's average closing share price during the past three months prior to November 18, 2010, when market rumors of a transaction began, and is also higher than any price the Company's stock has ever achieved.
"This transaction delivers substantial shareholder value and is a clear endorsement of Del Monte's strategic success and effective execution. The hard work and dedication of our talented team has helped to transform Del Monte from a $1 billion consumer foods business into a branded pet and consumer products company with more than $3.7 billion in revenues," said Richard G. Wolford, Chairman and CEO of Del Monte Foods. "This transaction will enable our Company to continue to successfully grow, building on the foundation our team has put into place. We are excited about the ability to deliver substantial returns to our shareholders, as well as great prospects for Del Monte employees, customers and consumers."
Simon Brown, Member of KKR and head of the firm's North American Consumer practice, stated, "Del Monte has a first-rate brand portfolio and excellent reputation for providing high quality and nutritious products to families and their pets. We look forward to working with the Company's talented employees and investing in the business as we continue to execute upon Del Monte's proven strategy for growth. Del Monte is a great company, with an excellent strategy, a talented team and a strong future."
Brian Ratzan, Managing Director and head of Vestar's Consumer group said, "Del Monte Foods is a terrific company with iconic consumer and pet brands. Storied consumer franchises like Del Monte's - with great brands in growing categories - will continue to thrive through investments in innovation and marketing. Vestar looks forward to working with the Del Monte team and our strategic partners to achieve the Company's next phase of growth."
"Over the last decade, Rick and the entire Del Monte team have built a unique platform based on powerful brands," said Jim Kilts, Centerview's co-founder and former CEO of Kraft, Nabisco and Gillette. "We are truly excited to partner with Del Monte as the Company continues to build on its rich heritage of delivering high quality products to consumers at attractive prices."
Del Monte plans to maintain a corporate presence in both the San Francisco Bay Area and Pittsburgh, with its corporate headquarters continuing to be located in San Francisco.
Barclays Capital Inc. served as financial advisor to Del Monte Foods and provided a fairness opinion in connection with the transaction. Perella Weinberg Partners LP also provided a fairness opinion in connection with the transaction. Gibson Dunn & Crutcher LLP served as legal advisor to the Company in connection with this transaction.
Centerview Partners acted as lead financial advisor to the Sponsors in this transaction. Bank of America Merrill Lynch, J.P. Morgan Securities and Morgan Stanley also advised on this transaction. The Sponsors' lead legal advisor was Simpson Thacher & Bartlett LLP.
The Sponsors have secured committed debt financing from Bank of America Merrill Lynch, Barclays Capital Inc., JPMorgan Chase, Morgan Stanley and KKR Capital Markets LLC. The agreement permits Del Monte to solicit alternative proposals from third parties through January 8, 2011. The Del Monte Foods board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There can be no assurance this process will result in a higher offer. If there is not a superior offer, the transaction is expected to close by the end of March 2011, subject to customary closing conditions, including receipt of shareholder and regulatory approvals. Del Monte does not intend to disclose developments with respect to the solicitation process unless and until the Board has made a decision.
Del Monte also announced today that it will no longer host a conference call/webcast to discuss its fiscal 2011 second quarter results on Thursday, December 2, 2010.
##About Del Monte Foods
Del Monte Foods is one of the country's largest and most well-known producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market, generating approximately $3.7 billion in net sales in fiscal 2010. With a powerful portfolio of brands, Del Monte products are found in eight out of ten U.S. households. Pet food and pet snacks brands include Meow Mix(R), Kibbles 'n Bits(R), Milk-Bone(R), 9Lives(R),Pup-Peroni(R), Gravy Train(R), Nature's Recipe(R), Canine Carry-Outs (R) and other brand names. Food product brands include Del Monte(R), Contadina(R), S&W(R), College Inn(R)and other brand names. The Company also produces and distributes private label pet products and food products. For more information on Del Monte Foods Company (NYSE: DLM) visit the Company's website at www.delmonte.com.
Del Monte. Nourishing Families. Enriching Lives. Every Day.TM
##About KKR
Founded in 1976 and led by Henry Kravis and George Roberts, KKR is a leading global alternative asset manager with $55.5 billion in assets under management as of September 30, 2010. With over 650 people and 14 offices around the world, KKR manages assets through a variety of investment funds and accounts covering multiple asset classes. KKR seeks to create value by bringing operational expertise to its portfolio companies and through active oversight and monitoring of its investments. KKR invests in high-quality franchises across multiple industries, including current and previous consumer and retail investments such as Sealy, Dollar General, Pets at Home, Oriental Brewery, WILD, Duracell, Gillette, RJR Nabisco and Safeway. KKR is publicly traded on the New York Stock Exchange (NYSE: KKR). For additional information, please visit KKR's website at www.kkr.com.
##About Vestar Capital Partners
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe in five key industry sectors: consumer, diversified industries, healthcare, media/communication, and financial services. Current and previous Vestar investments in consumer products companies include Birds Eye Foods, Sun Products Corporation, Michael Foods, Remington Products and Celestial Seasonings. Since the firm's founding in 1988, the Vestar funds have completed more than 67 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris. For more information, please visit Vestar's website at www.vestarcapital.com
##About Centerview Partners
Centerview Partners operates a private equity business and an investment banking advisory practice. Centerview's private equity business is based in Rye, New York and is focused exclusively on making investments in US middle- and upper-middle market consumer businesses. With approximately $500 million in committed capital, the firm seeks to leverage its operational expertise and deep consumer industry relationships in partnership with existing owners and management to achieve strategic and operational excellence. More information about the firm is available at www.centerviewpartners.com.
##Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time Del Monte Foods Company makes the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should, "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this press release include, among others: uncertainties as to the timing of the acquisition; the possibility that competing offers will be made; the possibility that various closing conditions for the acquisition may not be satisfied or waived, including that a governmental entity may prohibit or refuse to grant approval for the consummation of the acquisition; general economic and business conditions; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.
Additional Information and Where to Find It
In connection with the proposed merger, Del Monte Foods Company will prepare a proxy statement to be filed with the SEC. When completed, a definitive proxy statement and a form of proxy will be mailed to the stockholders of the Company. THE COMPANY'S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The Company's stockholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. The Company's stockholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Del Monte Foods Company, Attn: Corporate Secretary, P.O. Box 193575, San Francisco, California 94119-3575, telephone: (415) 247-3000, or from the Company's website, www.delmonte.com.
The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2010 Annual Meeting of Stockholders, which was filed with the SEC on August 16, 2010. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed merger, which may be different than those of the Company's stockholders generally, by reading the proxy statement and other relevant documents regarding the proposed merger, when filed with the SEC.
SOURCE: Del Monte Foods Company
Media:
Sard Verbinnen
Cassandra Bujarski/Robin Weinberg
212-687-8080
For KKR
Peter McKillop/Kristi Huller
202-841-6693/917-940-1233
[email protected]
For Vestar
Owen Blicksilver Public Relations
Carol Makovich
203-622-4781
[email protected]
Kristin Celauro
732-291-5456
[email protected]
For Centerview
Brunswick Group
Steve Lipin/April Kabahar-Emspak
212-333-3810
Analyst/Investors:
Del Monte Foods
Jennifer Garrison/Christina Um, 415-247-3382
[email protected]
Vestar Completes AZ IPO
Financial Times (Saturday, October 30, 2010)
By Courtney Weaver and John O'Doherty
Shares in AZ Electronic Materials rose 6 percent on the first day of conditional trading on Friday, after the chemicals group priced its London-listed shares at 240p, the middle of the range it had set.
The price values the Luxembourg-incorporated company at £914m with trading on the main market to commence officially on Wednesday. Shares in AZ, which makes chemicals used in semiconductors and flat screens, closed at 255p, up 15p.
The initial public listing is raising £382m with 34 percent coming from the sale of existing shares and the remainder from new shares. UBS, Goldman Sachs, and Deutsche Bank were join sponsors and bookrunners of the IPO. Carlyle Group and Vestar Capital Partners, the group's private equity owners, will each retain shareholdings of 21.4 percent after the float, while the group's managers will hold 8.7 percent.
Private equity-backed groups, once the darlings of City investors, are now having a tougher time coming to market as many peers have underperformed. Shares in Promethean World, the educational IT provider, have fallen more than 30 percent since the company's march offering, while NXP, the Dutch chipmaker, has dropped 6 percent since listing on Nasdaq in August. Bankers working on the AZ deal said they believed the offering could be a trigger for other private equity controlled groups to try to tap the market again following a slew of cancelled or postponed offerings.
But a person close to the deal said that market conditions were favourable for AZ. For future issuers "an external shock or some macro event could negatively influence the environment", the person said.
Geoff Wild, chief executive of AZ, said the company was "delighted with the outcome of the IPO, which received an excellent response from major institutions and demonstrates investors' confidence in our business."
The company makes 70 percent of its revenues in Asia but chose London for the offering because of the City's concentration of institutional investors covering specialty chemicals. It has more than doubled earnings before interest, tax, depreciation and amortization over the past few years thanks to increasing demand for its chemicals found in electrical appliances such as Apple's iPad.
Neil Harrison Joins Vestar as Senior Advisor
NEW YORK, NEW YORK - August 17, 2010 - Vestar Capital Partners, a leading U.S. and European private equity firm, announced today that it had appointed Neil Harrison as a Senior Advisor to the firm. Mr. Harrison was formerly the Chairman and CEO of Birds Eye Foods, where he was instrumental in transforming the company from a commodity vegetable producer to a leader in branded foods and meals. In December 2009, Vestar closed the sale of its Birds Eye Foods portfolio company for $1.3 billion to Pinnacle Foods.
Mr. Harrison brings to Vestar nearly 35 years of domestic and international food industry marketing, sales and finance experience. During his tenure at Birds Eye, Mr. Harrison led investments in marketing and new product development, which contributed to double-digit annual revenue and EBITDA growth. His career spans increasingly senior positions with Unilever, General Foods, PepsiCo, and Heinz. During his seven-year tenure at Heinz, Mr. Harrison developed the company's U.S. frozen food business into a $1.5 billion growth engine, which consistently delivered superior sales and profit performance. Mr. Harrison currently serves as a director of the Solo Cup Company. Mr. Harrison holds a B.A. with honors in Economics from the University of Reading and an M.B.A. from the Harvard Graduate School of Business.
Mr. Harrison will work closely with Brian K. Ratzan, Managing Director and head of Vestar's Consumer Sector group, and Kevin Mundt, Managing Director and President of Vestar Resources. "We are excited to welcome Neil to the Vestar Capital Partners team," said Dan O'Connell, founder and Chief Executive Officer of Vestar. "Neil's operating expertise in business transformation through marketing leadership and product innovation will be a tremendous asset to the firm, and his extensive experience in the consumer sector will add a great deal of value to Vestar."
"At this stage in my career, I want to explore opportunities to identify and advise on investments in the consumer sector, which I believe holds the potential for substantial value creation," Mr. Harrison said. "As I share Vestar's disciplined investment philosophy and genuine sense of partnership, I am delighted to work with its team again."
About Vestar Capital Partners
Vestar Capital Partners is a leading global private equity firm with more than 22 years of experience investing in middle-market companies with $7 billion in assets currently under management. From its headquarters in New York, and through its five offices in the U.S. and Europe, Vestar employs its value-oriented investment approach across a variety of industries in companies ranging in total enterprise value from $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/ communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since 1988, Vestar has completed 66 investments in companies with total enterprise value of over $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich and Paris. For more information, please visit www.vestarcapital.com.
CONTACT:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
Joanne Lessner
(212) 222-7436
Vestar to Sell Joerns Healthcare
New York, NY - August 9, 2010 - Vestar Capital Partners ("Vestar"), a leading global private equity firm, announced today that it has signed a definitive agreement and concurrently closed the sale of Joerns Healthcare ("Joerns") to Joerns management and Quad-C Management, Inc., a Charlottesville, VA-based private equity firm. In addition to Vestar, the other selling shareholders include Park Avenue Equity Partners. Joerns management will retain a significant equity stake in the business going forward. Terms of the transaction were not disclosed.
James L. Elrod, Jr., Co-Head of Vestar's Healthcare Group, said, "We are very pleased with the successful sale of Joerns to Quad-C, where we believe the company will continue its trajectory of growth and success. Joerns has been an excellent investment for Vestar since its 2006 spinoff from Sunrise Medical. We have worked with management to optimize the company's operations, complete strategic tuck-in acquisitions and diversify the company's service offerings to span the growing needs in the long-term care market. Working with the Joerns team has been a rewarding experience and we wish them much continued success."
Joerns Healthcare was originally part of Sunrise Medical, Inc., a company acquired through funding from Vestar IV in 2000 and spun out of Sunrise Medical in 2006 as an independent company. Under Vestar's ownership and the leadership of the management team, Joerns has successfully grown its national service operations platform and improved operational efficiencies and margins, reducing leverage substantially and creating significant shareholder value. In addition to Joerns, Vestar has spun out two other companies from Sunrise Medical: DynaVox and DeVilbiss Healthcare, creating four independent companies from its initial investment.
Joerns was advised by Piper Jaffray and received legal counsel from Simpson Thacher & Bartlett LLP.
Today's announcement is the latest of four successful realizations for Vestar in the last seven months. In December 2009, Vestar closed the sale of its Birds Eye Foods portfolio company for $1.3 billion to Pinnacle Foods; Symetra Financial was the first IPO of 2010, a $365 million offering which priced within its range and was upsized due to demand; and DynaVox went public in April 2010 in a $141 million offering.
About Vestar Capital Partners
Vestar Capital Partners is a leading global private equity firm with over 22 years of experience investing in middle-market companies with $7 billion in assets currently under management. From its headquarters in New York, and through its five offices in the U.S. and Europe, Vestar employs its value-oriented investment approach across a variety of industries in companies ranging in total enterprise value from $250 million to $3 billion and operations in five key industry sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since 1988, Vestar has completed 66 investments in companies with total enterprise value of over $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich and Paris. For more information, please visit www.vestarcapital.com.
CONTACT:
For Vestar:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
[email protected]
Kristin Celauro
(732) 291-5456
[email protected]
Vestar to Acquire Health Grades
GOLDEN, Colo. & NEW YORK, Jul 28, 2010 (BUSINESS WIRE) -- Vestar Capital Partners V, L.P. ("Vestar") and Health Grades, Inc. ("HealthGrades") today announced a definitive agreement for an affiliate of Vestar to acquire all of the outstanding shares of HealthGrades for $8.20 per share, which represents a premium of approximately 32% over HealthGrades' 30-day average closing stock price, and a premium of approximately 29% over the closing price of HealthGrades' common stock on July 27, 2010, the last trading day prior to today's announcement. The aggregate purchase price for the equity of HealthGrades is approximately $294 million (which consists of approximately 35.9 million shares, inclusive of all shares of common stock outstanding, securities convertible into common stock and shares of common stock issuable pursuant to a noncompete agreement with an executive officer).
Under the terms of an agreement unanimously approved by the Board of Directors of HealthGrades, an affiliate of Vestar will commence an all-cash tender offer no later than August 10, 2010. The offer will be conditioned upon the acquisition by Vestar's affiliate of at least a majority of HealthGrades' shares on a fully-diluted basis pursuant to the tender offer and purchases pursuant to tender and support agreements, and other customary closing conditions including regulatory approval. Executive officers of HealthGrades beneficially owning approximately 21% of HealthGrades' fully diluted shares have entered into agreements to support the transaction and to tender or otherwise sell shares to Vestar's affiliate. Following completion of the tender offer, the affiliate of Vestar will acquire all of the remaining publicly-held shares of HealthGrades at $8.20 per share through a second-step merger.
Kerry Hicks, Chairman and Chief Executive Officer of HealthGrades, stated, "We are pleased to announce an agreement of HealthGrades to be acquired by Vestar Capital Partners. We believe the acquisition price of $8.20 per share, which represents a premium of approximately 32% over our 30-day average closing stock price, represents a strong return for our stockholders and is a great confirmation of all of the efforts of our management team and all of our employees."
Citigroup Global Markets Inc. is serving as financial advisor to HealthGrades. Shearman & Sterling LLP and Faegre & Benson LLP are serving as legal counsel to HealthGrades. Kirkland & Ellis LLP is serving as legal counsel to Vestar.
Conference Call and Webcast
HealthGrades will hold a conference call, which will also be broadcast live over the Internet, to discuss its financial results for the second quarter ended June 30, 2010, at 4:15 p.m. Eastern Time/2:15 p.m. Mountain Time on July 28, 2010. Details regarding accessing the conference call broadcast are available on HealthGrades' website located at www.healthgrades.com.
About Vestar
Vestar is a leading international private equity firm specializing in management buyouts and growth capital investments with $7 billion in assets under management. The firm targets companies in the U.S. and Europe with valuations of $250 million to $3 billion and operations in five key industry
sectors: consumer/services, diversified industries, healthcare, media/communication, and financial services. Vestar invests and collaborates with incumbent management teams, family owners or corporations in a creative, flexible and entrepreneurial way to build long-term franchise and enterprise value. Since the firm's founding in 1988, the Vestar funds have completed more than 65 investments in companies with a total value of more than $30 billion. Vestar has operations in New York, Boston, Denver, Milan, Munich, and Paris.
About HealthGrades
HealthGrades is the leading independent healthcare ratings organization, providing quality ratings, profiles and cost information on the nation's hospitals, physicians, nursing homes and prescription drugs. Millions of patients and many of the nation's largest employers, health plans and hospitals rely on HealthGrades' quality ratings, advisory services and decision-support resources. The HealthGrades network of websites, including HealthGrades.com and WrongDiagnosis.com, is a top-ten health property according to ComScore and is the Internet's leading destination for patients choosing providers. More information on the company can be found at www.healthgrades.com.
Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of HealthGrades' common stock described in this announcement has not commenced.
At the time the offer is commenced, an affiliate of Vestar ("Merger Sub") will file a Schedule TO Tender Offer Statement (including an offer to purchase, a related letter of transmittal, and other offer documents) with the U.S. Securities and Exchange Commission ("SEC"), and HealthGrades will file a Schedule 14D-9 Solicitation/Recommendation Statement, with respect to the offer. Holders of shares of HealthGrades are urged to read the relevant tender offer documents when they become available because they will contain important information that holders of HealthGrades securities should consider before making any decision regarding tendering their securities.
Those materials and all other documents filed by Vestar or Merger Sub with the SEC will be available at no charge on the SEC's web site at www.sec.gov.
The Schedule TO Tender Offer Statement, Schedule 14D-9 Solicitation/Recommendation Statement and related materials may be obtained for free by directing such requests to Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, Toll-Free Telephone:
(888) 750-5834.
In addition, HealthGrades files annual and special reports and other information with the SEC. You may read and copy any reports or other information filed by HealthGrades at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. HealthGrades' filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Safe Harbor Statement
This press release contains forward-looking statements, including those relating to the anticipated acquisition of HealthGrades by an affiliate of Vestar. These forward-looking statements may be identified by words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate,"
"target," "project," "could," "should," "may," "will," "would," "continue," "forecast," and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results or developments may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results or developments, including risks and uncertainties associated with the anticipated acquisition. These risks and uncertainties associated include, among others, uncertainties as to how many of HealthGrades' stockholders will tender their shares pursuant to the tender offer, the risk that competing offers will be made, and the possibility that various closing conditions to the tender offer or the subsequent merger may not be satisfied or waived, and the risk that stockholder litigation in connection with the tender offer and subsequent merger may result in significant costs of defense, indemnification and liability. Other factors that may cause HealthGrades' actual results or developments to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in HealthGrades' filings with the SEC, including the "Risk Factors" sections of HealthGrades' periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of HealthGrades' filings with the SEC may be obtained at the "Investor Relations" section of HealthGrades' website at www.healthgrades.com or at www.sec.gov. All forward-looking statements in this announcement are qualified in their entirety by this cautionary statement. Unless required by law, HealthGrades does not undertake to update its forward-looking statements.
SOURCE: Health Grades, Inc.
Health Grades, Inc.:
Media Contact:
Scott Shapiro
(720) 219-8203
[email protected]
Investor Contact:
Allen Dodge
(303) 716-0041
[email protected]
Vestar Capital Partners:
Carol Makovich
(203) 622-4781
[email protected]
Kristin Celauro
(732) 291-5456
[email protected]