Vestar Portfolio Company Institutional Shareholder Services to Acquire Incentive Lab
Rockville, MD (October 16, 2014) – Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance solutions to the global financial community, today announced the acquisition of the business of Incentive Lab, a data and analytics firm developing innovative solutions for addressing the increased complexity and unpredictability of executive compensation.
Established in 2009 and based in Scottsdale, Arizona, Incentive Lab is unique among providers of executive compensation data and analytics, offering detailed and comparable data on incentive awards, full details on performance metrics, goals, and structures, and a host of other data such as vesting schedules and performance periods. Based on this detailed data, Incentive Lab has developed innovative approaches to value and benchmark performance-based compensation, assess the rigor of performance targets, and understand how changes in plan design impact likely award outcomes.
"This acquisition is in keeping with our commitment to clients to expand product offerings and provide innovative solutions that will improve investment decision-making while mitigating portfolio governance risk,” said ISS President & CEO Gary Retelny. "The breadth and depth of Incentive Lab’s compensation data, coupled with its proprietary approach to measuring the efficacy of the link between pay and performance, will be a powerful tool for ISS' institutional investor clients as well as for the corporate clients of ISS’ ICS subsidiary."
ISS will continue to maintain Incentive Lab operations in Scottsdale and will integrate the firm’s solutions into its industry leading research, data, and analytical tools used by investors and corporations. "We look forward to welcoming the highly talented staff of Incentive Lab into the ISS family,” said Retelny.
"This transaction underscores the importance for both corporations and their shareholders in getting compensation right," said Dr. Carr Bettis, founder, chairman and chief scientist of Incentive Lab. "As the market leader in providing corporate governance solutions, ISS is an ideal home to continue Incentive Lab’s innovative work.”
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About ISS
ISS, founded in 1985 as Institutional Shareholder Services Inc., is the world's leading provider of proxy advisory and corporate governance solutions to financial market participants. ISS' services include objective proxy research and analysis, end-to-end proxy voting and distribution solutions, turnkey securities class-action claims management, and reliable governance data and modeling tools. Clients rely on ISS' expertise to help them make informed corporate governance decisions. For more information, please visit www.issgovernance.com.
About Incentive Lab
Incentive Lab is a data and analytics firm created to address the increasing complexity of executive compensation plans. Incentive Lab superior data and essential science provide market-leading expertise in valuing performance-based incentive awards, evaluating the effectiveness of design choices and communicating results. With performance-based compensation now the largest portion of executive pay, Incentive Lab services are helping companies, compensation consultants and others add insight and clarity to executive compensation. For more information, please visit www.incentivelab.com.
Media Contacts (ISS):
Nancy Adler, Head of Marketing & Communications, ISS
212-804-5270
[email protected]
Subodh Mishra, Vice President for Communications, ISS
301-556-0304
[email protected]
21st Century Oncology Received $325 Million Net Cash Proceeds from Preferred Equity Investment
New investor, Canada Pension Plan Investment Board, is Canada’s largest pension fund manager, with C$227 billion in assets under management
• Investment results in substantial deleveraging, stronger liquidity, and significant capital for continued business expansion
• 21st Century Oncology (21C) to use fresh capital to drive integrated cancer care strategy, organic growth and corporate development initiatives
FORT MYERS, FL & NEW YORK, NY, SEPTEMBER 26, 2014 – 21st Century Oncology Holdings, Inc. (“21st Century Oncology” or “the Company”) and Vestar Capital Partners (“Vestar”) today announced that Canada Pension Plan Investment Board (“CPPIB”), Canada’s largest pension fund manager with C$227 billion in assets under management, has made a $325 million equity investment in the Company. The investment provides the Company with substantial incremental liquidity, enables significant debt reduction, and secures the long-term capital necessary to support the Company’s future growth strategy.
Dr. Daniel Dosoretz, Founder and Chief Executive Officer, said, “This new capital provided by CPPIB is a significant equity investment for 21C. CPPIB’s investment is a key partnership in our worldwide leadership of Integrated Cancer Care (ICC) and our ability to achieve sustained organic and acquisitive growth. We are extremely pleased that CPPIB has joined Vestar Capital as a major equity partner, sharing our conviction that we will continue to leverage our unique global platform and execute our long-term business plan.”
Dr. Dosoretz continued, “Importantly, the investment allows us to continue to pursue our ICC and corporate development strategies that have driven the expansion of our business over the past several years. It will significantly enhance our capital structure and give us the resources necessary to continue providing integrated cancer care, improve the quality of care, and deliver that care at compelling value to our expanding patient population throughout North America and Latin America. Our business continues to perform well, with strong organic trends and growth contributions from the acquisitions of OnCure and SFRO. We expect to continue to build on our second quarter momentum as we move through the second half of 2014, delivering academic quality care to patients, improving census and executing our growth strategy.”
Scott Lawrence, Managing Director, Head of Relationship Investments, CPPIB, said, “We are pleased to become a cornerstone investor in 21C, and we look forward to a strong partnership with senior management and Vestar Capital. This investment is aligned with our goals of providing strategic, longterm capital to industry leading businesses where we can participate in their future success and help create greater value through an ongoing partnership.”
Rob Rosner, Chairman of the Board of 21C and Co-President of Vestar Capital, noted, “The CPPIB investment supports Vestar’s long-term thesis that 21C is the preeminent platform for integrated cancer care and provides academic quality care in comfortable, convenient and integrated settings. We look forward to our partnership with CPPIB in fulfilling the Company’s mission and reaching its full business potential.”
The net proceeds of the investment will be used to repay all outstanding borrowings under the Company’s revolving credit facility of approximately $79.5 million, repay all obligations under the South Florida Radiation Oncology (SFRO) credit facilities of approximately $84.5 million, repay certain other debt and capital leases, fund strategic initiatives, and provide working capital for general corporate purposes. As a result of the CPPIB investment, the recapitalization support agreement that the Company entered into in July has terminated in accordance with its terms. The Company’s senior subordinated notes will remain outstanding and unmodified. Following the repayments of debt identified for repayment, the Company expects to have approximately $80 million of the net cash proceeds on hand.
Pursuant to the terms of the investment, CPPIB will receive shares of the Series A Convertible Preferred Stock and will have the right to nominate two directors for appointment to 21C’s Board of Directors. The holders of a majority of the outstanding preferred stock will have customary consent rights and will be entitled to vote together with the holders of the Company’s common stock on an as converted basis under certain circumstances.
A detailed Form 8-K filing that includes the specifics of the new preferred stock and related documentation is available on the U.S. Securities and Exchange Commission (SEC) website,
www.sec.gov.
Civitas Solutions, Inc. (a/k/a National Mentor Holdings) Announces Pricing of Initial Public Offering
Released by Civitas: 09/16/2014
BOSTON--(BUSINESS WIRE)--Civitas Solutions, Inc. (“Civitas” or the “Company”) announced today that it has priced the underwritten initial public offering of 11,700,000 shares of its common stock at a price to the public of $17.00 per share. In connection with the offering, Civitas has granted the underwriters a 30-day option to purchase up to an additional 1,755,000 shares. The shares are expected to begin trading on the New York Stock Exchange beginning on September 17, 2014 and will trade under the symbol “CIVI.” The offering is expected to close on September 22, 2014.
Civitas expects to receive proceeds from this offering, after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company, of approximately $182.2 million. Civitas intends to use the proceeds from this offering, together with cash on hand, to (i) redeem $162.0 million in aggregate principal amount of the senior notes issued by National Mentor Holdings, Inc. at a redemption price of 106.25% plus accrued and unpaid interest thereon to the date of redemption and (ii) pay a transaction advisory fee to its equity sponsor under a management agreement that will terminate upon completion of the offering.
Barclays Capital Inc., BofA Merrill Lynch and UBS Securities LLC are serving as representatives of the underwriters and joint book-running managers for the offering. Raymond James & Associates, Inc., SunTrust Robinson Humphrey, Inc., BMO Capital Markets Corp. and Avondale Partners, LLC are acting as co-managers.
Vestar Capital Partners to Acquire Institutional Shareholder Services from MSCI
Rockville, MD and New York, NY – Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance solutions to the global financial community, today announced its parent company, MSCI Inc. (NYSE: MSCI), had entered into a definitive agreement with Vestar Capital Partners (“Vestar“), pursuant to which Vestar has agreed to acquire ISS for $364 million. The transaction is expected to close in the second quarter, subject to customary closing conditions.
ISS will operate independently once the transaction is completed. The current ISS executive team will remain in place.
"With Vestar’s support, the management team looks forward to advancing ISS‘ long-standing mission of providing world-class corporate governance solutions in an independent and transparent manner," said Gary Retelny, President of ISS. "Clients will continue to see expanded product offerings, innovative solutions, and the same high level of service that ISS has delivered to institutional investors, corporations, and governance practitioners globally for nearly three decades."
Also commenting on the transaction, Vestar Capital Partners‘ Robert L. Rosner, Founding Partner and Co-President, said ISS‘ position in the industry, future prospects, and strong management team appealed significantly to the New York-based private equity firm.
"This transaction underscores our belief in the importance of corporate governance and ISS‘ leadership position within the industry. ISS is a market leader in providing corporate governance solutions, with strong client retention rates and a powerful commitment to operating impartially. We fully support the ISS management team and its focus on innovation and providing unrivaled client service," said Rosner.
MSCI acquired ISS in 2010 as part of its acquisition of RiskMetrics Group. ISS currently has close to 700 employees operating across 15 global offices in 10 countries. Its 1,700 clients include institutional investors, who rely on ISS‘ objective and impartial proxy research and data to vote portfolio holdings, as well as corporations focused on governance risk mitigation as a shareholder-value enhancing measure.
Morgan Stanley acted as financial advisor and Davis Polk & Wardwell LLP acted as legal advisor to MSCI on the transaction. Simpson Thacher & Bartlett LLP served as legal advisor to Vestar Capital Partners.
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About ISS
ISS, founded in 1985 as Institutional Shareholder Services Inc., is the world's leading provider of proxy advisory and corporate governance solutions to financial market participants. ISS' services include objective proxy research and analysis, end-to-end proxy voting and distribution solutions, turnkey securities class-action claims management, and reliable governance data and modeling tools. Clients rely on ISS' expertise to help them make informed corporate governance decisions. For more information, please visit www.issgovernance.com.
Vestar Capital Partners Acquires Majority Interest in Roland Foods
NEW YORK, NEW YORK – August 26, 2013 – American Roland Food Corp. (“Roland Foods”) and Vestar Capital Partners (“Vestar”) today announced that Vestar Capital Partners VI, L.P. has signed a definitive agreement to acquire a majority interest in the Roland Foods family of companies, including Bruno Scheidt, Inc., American Roland Food Corp., Pro Warehouse Corp., and Costamar Corp. Terms were not disclosed. The transaction is expected to close by the end of September.
Roland Foods is a recognized leader in the imported specialty foods business in the U.S. and around the globe. “My parents started Roland Foods in the U.S. nearly 75 years ago, and the company has grown consistently over the years with the help of our valued customers, suppliers, and staff,” said Charles E. Scheidt, a member of the company’s founding family and CEO of Roland Foods. “Vestar appreciates and shares our values, as well as our company’s single-minded focus on our brands, quality products, and exceptional and reliable customer service. This evolution enables Roland Foods to build on its excellent foundation.”
“Roland Foods is a great company with a unique niche and superb reputation in the industry, and an exceptional initial investment for our new Vestar VI fund,” said Dan O’Connell, Founder and CEO of Vestar. “Roland Foods is not only performing extremely well but also has impressive potential. Coupled with the bright growth outlook we see in the specialty foods sector, we believe Vestar’s resources and experience in the food and branded products arena can help Roland Foods grow substantially.”
The management team and staff will remain in place. Charlie Scheidt will continue as CEO and Chairman of the Board and will retain a meaningful investment in the company. The company anticipates that a new CEO will be named in the coming year. Roland Foods expects a seamless transition for the suppliers, vendors, and customers, with continuity, stability, and growth being top priorities.
Wells Fargo Securities, LLC acted as the M&A advisor to Vestar in this transaction. Financing for the transaction was provided by BMO Capital Markets and GE Capital Markets. Vestar’s legal advisor was Kirkland & Ellis LLP.
Evercore Partners served as financial advisor to American Roland Food Corp. and McDermott Will & Emery LLP served as legal advisor.
About Roland Foods
Roland Foods, based in New York City, specializes in importing high-quality specialty food products from more than 40 countries. Founded in Paris in 1934 and established in the U.S. in 1939, Roland Foods has provided customers with exceptional specialty foods, under the Roland brand as well as the Don Bruno, Chef Susanna’s, Costamar, and Consul brands. The company has a national presence in the foodservice, retail, and industrial channels as well as international sales in the Caribbean, Central and South America, Asia, Africa, and the Middle East. Roland Foods’ dedication to providing quality and consistency has made it a leader among food importers and suppliers. The Roland brand is synonymous with quality for the consumer and chef alike. For more information about American Roland Food Corp., please visit www.rolandfood.com.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm specializing in management buyouts and growth capital investments. Vestar invests and collaborates with incumbent management teams and private owners in a creative, flexible and entrepreneurial way to build long-term enterprise value.
Vestar is targeting equity investments in the range of $50 million to $200 million in U.S.-based middle-market companies with enterprise values ranging from $100 million to $1 billion. Vestar has extensive experience investing across a wide variety of industries including Consumer, Healthcare, Digital Media, Information Services, Diversified Industries, and Financial Services.
Since Vestar’s founding in 1988, Vestar funds have completed 70 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com.
Contact:
FOR VESTAR:
Carol Makovich
Owen Blicksilver Public Relations
(203) 622-4781
[email protected]
Jennifer Hurson
(845) 507-0571
[email protected]
Vestar Portfolio Company Tervita Closes $850M Refinancing
by Kirk Falconer
CALGARY, ALBERTA (February 14, 2013) - Vestar portfolio company Tervita Corporation announced today the closing of a US$650 million offering of Senior Secured Notes due 2018 and CDN$200 million in Senior Secured Notes due 2018 (collectively, the "Senior Secured Notes") in a private placement.
"These refinancings are the culmination of a process that began more than a year ago," said John Gibson, Tervita president and CEO. "We have now refinanced or extended the maturity of a significant majority of all of our debt to 2018-2019, which we believe will support the long-term growth of our business."
The Senior Secured Notes were issued pursuant to an indenture dated as of February 14, 2013, by and among Tervita Corporation, the guarantors named therein and Wells Fargo, National Association, as U.S. trustee and Equity Financial Trust Company, as Canadian Trustee.
Concurrently with the closing of the Senior Secured Notes offering, Tervita amended and restated its existing senior secured term loan agreement and entered into a new senior secured revolving credit facility. Tervita has also negotiated certain amendments to its existing senior subordinated notes, including an extension of the maturity of these notes to November 15, 2018 in conjunction with this financing.
The Senior Secured Notes were offered and sold only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act") and outside the United States to persons other than U.S. persons in reliance on the "accredited investor" prospectus exemption in Canada and Regulation S under the Securities Act. The offer and sale of the Senior Secured Notes have not been and will not be registered under the Securities Act and the Senior Secured Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements. The forward-looking statements contained herein include statements about our expectations for the proposed debt financing and our ability to successfully effect the foregoing. These statements are subject to the general risks inherent in our business and in the credit markets and reflect our current expectations regarding these matters. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. The forward-looking statements are only as of the date made, and Tervita Corporation does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events.
For more information, or to speak to a Tervita representative, please contact:
Richard Brimble
VP, Finance & Treasurer
[email protected]
T: (403) 234-2097
M: (403) 828-9534
Mandy Dinning
[email protected]
T: (403) 718-1221
About Tervita
Tervita is a leading North American environmental and energy services company. More than 4,000 dedicated employees partner with natural resource and industrial companies who share our values, and work with them to create a sustainable future. Safety is our highest priority: it influences our actions, guides our decisions and shapes our culture. We maintain a strategically located network of more than 95 state-of-the-art waste management facilities and a fleet of specialized equipment and assets to help customers address production and operational waste challenges. Our highly effective, convenient and environmentally sound solutions help minimize environmental impact and maximize returns. www.tervita.com
Vestar Capital Partners Completes Sale of Sunrise Medical
NEW YORK, NEW YORK - December 6, 2012 - Vestar Capital Partners ("Vestar") announced the completion of the sale of Sunrise Medical Inc. ("Sunrise Medical") to funds advised by Equistone Partners Europe.
Sunrise Medical is the leading global manufacturer, marketer and distributor of high-end custom manual and power wheelchairs and technologically advanced and proprietary seating systems. Terms of the transaction, which was previously announced on November 6, 2012, were not disclosed.
"Our teamwork with Sunrise Medical management produced successful spin-offs, turned the company around and brought us to this highly satisfactory outcome for Vestar and its investors," said Dan O'Connell, CEO of Vestar.
"This successful Sunrise Medical transaction is the latest is a series of activities focused on creating portfolio value and delivering on a program of realizations for our limited partners," Mr. O'Connell said. "In just the last year, we have returned approximately $900 million from six investments to our investors. Since 2009, we have returned approximately $2.3 billion from 13 investments."
Sunrise Medical and Vestar received financial advice from Rothschild. Simpson Thacher & Bartlett LLP provided legal counsel and Deloitte Tax LLP provided tax advice. Equistone received financial advice from Hauck & Aufhäuser. P+P Pöllath + Partners and Thompson Hine LLP provided legal advice. Ashurst advised on credit documentation and KPMG provided tax advice.
About Vestar Capital Partners
Vestar Capital Partners is a leading private equity firm specializing in management buyouts and growth capital investments. Vestar’s active funds aggregate approximately $8 billion in commitments. The firm targets companies in North America with valuations of $150 million to $1.5 billion in four key industry sectors: Consumer, Diversified Industries, Healthcare, 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 enterprise value. Since the firm’s founding in 1988, the Vestar funds have completed 69 investments in companies with a total value of more than $30 billion. For more information, please visit www.vestarcapital.com
Contact:
For Vestar Capital Partners
Owen Blicksilver Public Relations
Carol Makovich
(203) 940-2257
[email protected]
Jennifer Hurson
(845) 507-0571
[email protected]
Vestar Announces Sale of Sunrise Medical
MALSCH, GERMANY and NEW YORK, NY, USA - November 6, 2012 - Sunrise Medical Inc. ("Sunrise Medical") today announced that it has entered into a definitive agreement to sell its global mobility and seating operations to funds advised by Equistone Partners Europe ("Equistone"), one of Europe's leading investors in mid-market buyouts. Terms of the purchase of Sunrise Medical from affiliates of U.S.-based private equity firm Vestar Capital Partners ("Vestar") were not disclosed. The transaction is expected to close by year-end 2012. Completion is subject to approval by the relevant anti-trust authorities.
Sunrise Medical is the leading global manufacturer, marketer and distributor of high-end custom manual and power wheelchairs and technologically advanced and proprietary seating systems.
Dirk Schekerka, Managing Director of Equistone in Germany, comments, "We are looking at an exciting market with high potential for further development. Together with the company's excellent management team we look forward to support Sunrise Medical's next stage of growth."
"Our partnership with Vestar has helped the company focus its innovation and operating strengths on the mobility business globally," said Thomas Rossnagel, CEO of Sunrise Medical. "The corporation holds a very strong market position and the past three years' financial performance has been outstanding. My team and I are excited about the opportunity to take Sunrise Medical to the next level of performance and significantly expand our global business with support of the new resources from Equistone."
"We have had an extraordinarily productive collaboration with Sunrise Medical," said Dan O'Connell, CEO of Vestar Capital Partners. "We have created value through two successful spin-offs, which allowed Sunrise Medical to streamline and focus its operations and strategy. Thomas Rossnagel has been an exceptional leader and we believe he and his team will continue on their promising path. We at Vestar thank Thomas and his accomplished team at Sunrise for their dedication and excellent performance over the years we have been their investment partner."
In December 2000, Vestar, in partnership with Park Avenue Equity Partners, acquired Sunrise Medical in a going-private transaction. During Vestar's ownership, Sunrise Medical spun out to shareholders its Joerns Healthcare ("Joerns"), DeVilbiss Healthcare ("DeVilbiss") and DynaVox Systems ("DynaVox") divisions. Joerns and DynaVox were successfully realized in 2010 while Vestar continues as the majority shareholder of DeVilbiss.
Sunrise Medical and Vestar received financial advice from Rothschild. Simpson Thacher & Bartlett LLP provided legal counsel and Deloitte Tax LLP provided tax advice.
Equistone received financial advice from Hauck & Aufhäuser. P+P Pöllath + Partners and Thompson Hine LLP provided legal advice. Ashurst advised on credit documentation and KPMG provided tax advice.
The transaction was led by Dirk Schekerka, Marc Arens and Alexis Milkovic at Equistone.
About Sunrise Medical
Sunrise Medical is a world leader in the development, design, manufacture and distribution of manual wheelchairs, power wheelchairs, motorized scooters and both standard and customized seating and positioning systems. Sunrise Medical manufactures products in facilities in the United States, Mexico, Germany, United Kingdom, Spain, and China, marketed under the QUICKIE, SOPUR, ZIPPIE, BREEZY, STERLING and JAY proprietary brands. Products are sold through a network of homecare medical product providers or distributors in more than 130 countries. The company is headquartered in Malsch, Germany with North American headquarters in Fresno, CA and employs 1,600 associates worldwide. For more information, please visit www.sunrisemedical.com.
About Equistone Partners Europe
Equistone Partners Europe Limited is an independent investment firm owned and managed by the former executives of Barclays Private Equity. Equistone acquired the management company of Barclays Private Equity from Barclays Capital, the investment banking division of Barclays Bank PLC, in November 2011. The Company is one of Europe’s leading investors in mid-market buyouts with a successful track record spanning over 30 years, with more than 350 transactions completed in this period. Equistone has a strong focus on change of ownership deals and aims to invest between €25m and €125m of equity in businesses with enterprise values of between €50m and €300m. The Company has a team of 33 investment professionals operating across France, Germany, Switzerland and the U.K., investing as a strategic partner alongside management teams. For further information, please visit www.equistonepe.com
About Vestar Capital Partners
Vestar Capital Partners is a leading private equity firm specializing in management buyouts and growth capital investments. Vestar’s active funds aggregate approximately $8 billion in commitments. The firm targets companies in North America with valuations of $150 million to $1.5 billion in four key industry sectors: Consumer, Diversified Industries, Healthcare, 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 enterprise value. Since the firm’s founding in 1988, the Vestar funds have completed 69 investments in companies with a total value of more than $30 billion. For more information, please visit www.vestarcapital.com
Media Contacts:
For Equistone Partners Europe:
College Hill (UK media enquiries)
Zinka Bozovic
+44 (0) 20 7457 2821
[email protected]
Ira Wuelfing Kommunikation (German media enquiries)
Margret Riedlsperger
+49 (0) 89 2000 30-39
[email protected]
For Sunrise Medical:
Julia Mattern
+49 (0) 7253 980 204
[email protected]
For Vestar Capital Partners:
Owen Blicksilver Public Relations
Carol Makovich,
+1 (203) 622-4781
[email protected]
Jennifer Hurson
+1 (845) 507-0571
[email protected]
Vestar to Sell Consolidated Container
Atlanta, GA - May 30, 2012 - Consolidated Container Company (CCC), a leading developer and manufacturer of rigid plastic packaging solutions in North America, today announced it will be acquired by affiliates of Bain Capital Partners LLC, a global private investment firm. Terms of the definitive agreement to purchase the privately held business from Vestar Capital Partners and its other investors were not disclosed. The transaction is expected to close during the third quarter of 2012.
Consolidated Container Company specializes in customized mid- and short-run packaging solutions serving a diverse customer base in the dairy, water, beverage, food, household chemical, automotive, and industrial chemical markets. With 59 manufacturing facilities and 2,100 employees, CCC has an integrated, nationwide network of manufacturing and service locations to deliver reliable and cost-effective packaging solutions to meet the needs of a wide range of customers and markets.
"We are very proud of the customer solutions we provide, and of our ability to understand and respond to the needs of customers with innovative solutions and reliable processes," said Jeffrey Greene, Chief Executive Officer of Consolidated Container Company. "With the support and resources of Bain Capital, we are excited to continue to expand our capabilities and customer base through investment in product development, technology, greenfield facilities and acquisitions."
"We are very excited to be partnering with CCC and its management team to support the company in its future growth," said Seth Meisel, a Managing Director at Bain Capital. "We are impressed by the success CCC has demonstrated in offering solutions that deliver a high level of customer satisfaction, its industry-leading design and R&D capabilities, and its well-run manufacturing network."
"Over the past several years, CCC has made significant progress developing clear leadership positions in its core North American markets," said James P. Kelley, a Managing Director, Vestar Capital Partners. "We are grateful for management's commitment and value our partnership with them. Bain Capital's new investment will enable CCC to build on its progress."
Consolidated Container Company was advised by BofA Merrill Lynch and Barclays, and legal advisors were Simpson Thacher & Bartlett LLP.
About Consolidated Container Company
Consolidated Container Company is a leading developer and manufacturer of rigid plastic packaging, serving a diverse customer base in the dairy, water, beverage, food, household chemical, automotive, and industrial chemical markets. CCC designs, produces, and delivers more than four billion bottles annually that touch the lives of millions of people each and every day. CCC owns and operates manufacturing facilities across North America providing standard and custom packaging solutions to our customers through an integrated network of facilities and technology platforms. From its state-of-the art Panella Engineering and Development Center to our team of manufacturing associates, CCC delivers high performance, cost-effective design solutions to meet even the most challenging container applications. For more information on Consolidated Container Company, visit www.cccllc.com.
About Bain Capital Partners
Bain Capital, LLC (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, venture capital, public equity, high-yield assets and mezzanine capital with approximately $60 billion in assets under management. Bain Capital has a team of over 300 professionals dedicated to investing and to supporting its portfolio companies. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 450 companies in a variety of industries around the world. The firm has offices in Boston, Palo Alto, New York, Chicago, London, Munich, Tokyo, Shanghai, Hong Kong and Mumbai.
About Vestar Capital Partners
Vestar is a leading private equity firm specializing in management buyouts and growth capital investments. Vestar's active funds aggregate approximately $8 billion in commitments. The firm targets companies in North America with valuations of $150 million to $1.5 billion in four key industry sectors: Consumer, Diversified Industries, Healthcare, 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 69 investments in companies with a total value of more than $30 billion. For more information, please visit Vestar's website at www.vestarcapital.com.
Contacts:
For Consolidated Container Company
Richard Sehring
(678) 742-4619
[email protected]
For Bain Capital Partners
Stanton Public Relations & Marketing
Alex Stanton
(212) 780-0701
[email protected]
For Vestar Capital Partners
Owen Blicksilver Public Relations
Carol Makovich
(203) 940- 2257
[email protected]
Jennifer Hurson
(845) 507-0571
[email protected]
Vestar to Sell Solo Cup
Combined companies to provide greater value to customers and ensure long-term success in a changing industry
March 21, 2012; Mason, Michigan - Dart Container Corporation, based in Mason, MI, and Solo Cup Company, headquartered in Lake Forest, IL, today announced that they have signed a Definitive Agreement under which Dart Container will acquire Solo in a transaction valued at approximately $1 billion. Both companies are in the consumer and foodservice disposable packaging business. The transaction, which is subject to regulatory approval, is expected to close by the third quarter of this year.
"Our acquisition of Solo will allow us to provide even greater value to our customers in the future," said Dart Container CEO Robert C. Dart. "It will enable customers to purchase a wider range of products, made from a greater variety of materials with varying functional and environmental attributes - all from a single vendor. Both companies have an extensive history in the industry and will bring together valuable experience, traditions and complementary, high-quality products."
"Solo has made great strides over the past several years in improving its operating efficiency, information systems and the caliber of the talent within the organization," said Robert M. Korzenski, CEO, Solo Cup Company. "Dart's leadership team has shown a high level of respect for what Solo has accomplished and I believe we are putting the company in the right hands to succeed and grow going forward."
"Dart Container's acquisition of Solo will accelerate the progress Solo has made to improve its levels of service and customer support," said Dart. "We will use our expertise in running a successful, efficient, reliable and service-oriented company to create an organization that blends the best of both Dart and Solo for the benefit of our customers."
According to Robert Dart, a top priority is bringing together the talents and skills of employees from both organizations to ensure that customers continue to receive exceptionally reliable service.
"These are two companies with strong histories of innovation and quality that have invested in the industry and in their customers," said Robert L. Hulseman, chairman emeritus, Solo Cup Company. "I am very proud of this company's contributions to the foodservice packaging industry and extremely pleased that many of Solo's dedicated employees will have the opportunity to continue making a difference for our customers. This is a positive outcome for everyone involved."
"We at Vestar have had a rewarding and productive partnership with the Hulseman family and Solo Cup's management team during the past eight years," said Kevin Mundt, managing director, Vestar Capital Partners. "Our combined efforts have enabled Solo Cup to become a leader in the foodservice packaging industry and have led to this powerful, strategic transaction with Dart Container, a very positive outcome for Solo, Dart, the Hulseman family, and Vestar."
Regarding the integration process, Robert Dart pointed out that unlike publicly traded companies, where short-term results often are of paramount importance to investors and other stakeholders, privately held Dart Container is able to make decisions and investments that are long term in nature. He said the company has the time, and will take the time, to integrate Solo in a thoughtful, analytical manner to ensure lasting success.
Solo is majority-owned by the family of its founder, Leo J. Hulseman, and is also a portfolio company of Vestar Capital Partners IV, L.P. Dart Container is a privately owned company founded by William A. Dart. The integrated organization will be a private company known as Dart Container Corporation. Dart expects to continue offering products under the Solo brand - including the iconic red Solo cup.
Michigan-based Dart Container Corporation and Illinois-based Solo Cup Company will continue to operate independently until government approval is secured and the transaction closes.
Goldman, Sachs & Co. acted as lead financial advisor to Solo Cup Company on the transaction. Evercore Partners also advised Solo Cup Company on the transaction. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Solo. Ernst & Young Corporate Finance Inc. was lead financial advisor to Dart Container Corporation and Vinson & Elkins LLP served as Dart's legal counsel on the transaction.
About Dart Container Corporation
Dart Container Corporation is family owned and operated, with 7,600 employees and 20 production facilities worldwide. The company manufactures more than 600 products and has facilities throughout the United States and in Canada, Mexico, Argentina, Brazil, Australia and the United Kingdom. It also has UV-curable ink manufacturing, machinery manufacturing and polymer production facilities. Its headquarters are in Mason, Michigan, where the company was founded in 1960. As a privately held company, Dart Container does not release financial or sales data.
About Solo Cup Company
Solo Cup Company is a $1.6 billion company exclusively focused on the manufacture of single-use products used to serve food and beverages for the consumer/retail, foodservice and international markets. Solo has broad product offerings available in paper, plastic, foam, post-consumer recycled content and annually renewable materials, and creates brand name products under the Solo®, Sweetheart®, Creative Carryouts® and Bare® by Solo® names. The company was established in 1936 and has a global presence with facilities in Canada, Europe, Mexico, Panama and the United States.
About Vestar Capital Partners
Vestar is a leading private equity firm specializing in management buyouts and growth capital investments. Vestar's three active funds - Vestar III, Vestar IV and Vestar V - aggregate $7 billion of investments. The firm targets companies in North America with valuations of $150 million to $1.5 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. With the successful realization of its Solo Cup investment, Vestar will have returned more than $2 billion to its investors over the past two-and-a-half years while deploying $700 million of investments during the same period. Vestar has offices in New York, Boston and Denver. For more information, please visit Vestar's website at www.vestarcapital.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "will," "believe," "anticipate," "intend," "plan," "estimate," "expect," "predict," "potential," "project," "could," "should," "may," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements in this press release other than statements of historical fact, including statements regarding the expected closing of the acquisition of Solo Cup Company by Dart Container Corporation, and post-acquisition business strategy, operations, prospects, plans and objectives, are forward-looking statements. Such statements reflect current assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside Solo Cup Company's control, which could cause actual results to differ materially from such statements, including the receipt of necessary regulatory approval and fulfillment of other customary conditions required to consummate the acquisition. All forward-looking statements contained in this press release speak only as of the time when made. Except as required by applicable law, Solo Cup Company undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events, changed assumptions or otherwise.
Media Contacts:
Margo Burrage, Dart Container
[email protected]
(517) 244-2778
Carol Makovich, Owen Blicksilver
for Vestar Capital Partners
[email protected]
(203) 622-4781
Angie Gorman, Solo Cup Company
[email protected]
(847) 444-3503
Investor Contact:
Bob Koney, Solo Cup Company
[email protected]
(847) 444-3201