Press Releases

Civitas Solutions Enters into Definitive Merger Agreement to Be Acquired for $17.75 per Share

BOSTON--(BUSINESS WIRE)-- Civitas Solutions, Inc. (“Civitas” or the “Company”) (NYSE: CIVI) today announced that it has entered into a definitive merger agreement to be acquired by funds advised by Centerbridge Partners, L.P. (“Centerbridge”). Under the terms of the agreement, Centerbridge will acquire all outstanding shares of Civitas common stock for $17.75 in cash per share of Civitas common stock, resulting in an enterprise value of approximately $1.4 billion. The offer price represents a 27% premium to the 30-day volume-weighted average price as of December 18, 2018.

“We are excited about this transaction, which follows a thorough review of alternatives by our Board of Directors,” said Bruce Nardella, President and Chief Executive Officer of Civitas. “This transaction delivers significant value for our shareholders and strengthens our ability to execute our long-term growth strategy and fulfill our mission through the expansion of high-quality, cost-effective services.

“I want to thank each member of our Board for their strategic advice and support, as each director has played an important role in helping us expand our leadership position in the field of community-based health and human services,” Nardella stated. “In particular, I want to recognize Vestar for their strong and productive partnership during the last 12 years. I have great respect for Centerbridge and look forward to working with them and the entire Civitas team as we work to continue to innovate, grow and positively impact the lives of tens of thousands of individuals in need of support.”

“We are excited to partner with Civitas to continue to support the Company's leading position in serving the critical needs of individuals with intellectual and developmental disabilities, acquired neurological conditions, and other complex needs across a range of home- and community-based settings,” said Jeremy Gelber, Senior Managing Director at Centerbridge. “Civitas has a strong history of compassionate care and putting the person first, and we intend to invest further in these competencies as we partner with our caregivers, parent and community advocates, and payors to ensure the highest quality lives for each individual.”

“Civitas’ model of individualized, community-based care and support is more important than ever, and our firm is proud of the advances that the Company has made working with the Vestar team,” said Chris Durbin, Managing Director at Vestar Capital Partners. “Under our ownership, the Company has doubled its revenue, diversified its service offerings and, most importantly, now supports thousands more individuals on a daily basis.”

The merger agreement was unanimously approved by Civitas’ Board of Directors, which has recommended that the shareholders vote in favor of the transaction. Completion of the transaction is subject to shareholder approval, expiration or termination of waiting periods under Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions. The acquisition is expected to be completed by the end of the Company’s second fiscal quarter.

Barclays is acting as financial advisor to Civitas and Kirkland & Ellis LLP is serving as its legal advisor. Cain Brothers, a division of KeyBanc Capital Markets, UBS Securities LLC, and Goldman Sachs & Co. LLC are acting as financial advisors to Centerbridge and Goodwin Procter LLP and Simpson Thacher & Bartlett LLP are serving as its legal advisors. Goldman Sachs & Co. LLC, UBS Securities LLC, RBC Capital Markets, LLC and KeyBanc Capital Markets have provided committed financing for the transaction.

About Civitas

Civitas Solutions, Inc. is the leading national provider of home- and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs. Since our founding in 1980, we have evolved from a single residential program to a diversified national network offering an array of quality services in 36 states.

About Centerbridge Partners, L.P.

Centerbridge Partners, L.P. is a private investment management firm employing a flexible approach across investment disciplines – from private equity to credit and related strategies, and real estate – in an effort to find the most attractive opportunities for our investors and business partners. The firm was founded in 2005 and as of September 2018 had approximately $27 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies to help companies achieve their operating and financial objectives. For more information, please visit www.centerbridge.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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services. Since 1988, Vestar funds have completed more than 80 investments in companies – as well as more than 200 add-on acquisitions – with a total value of approximately $50 billion. For more information on Vestar, please visit www.vestarcapital.com.

Additional Information About the Acquisition and Where to Find It

This communication is being made in respect of the proposed transaction involving Civitas and an affiliate of Centerbridge. A stockholder meeting will be announced soon to obtain shareholder approval in connection with the proposed merger. Civitas expects to file with the Securities and Exchange Commission (the “SEC”) a proxy statement and other relevant documents in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Civitas and will contain important information about the proposed transaction and related matters. INVESTORS OF CIVITAS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CIVITAS, CENTERBRIDGE AND THE PROPOSED MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Civitas with the SEC at the SEC's website at www.sec.gov, at Civitas' website at www.civitas-solutions.com or by sending a written request to Civitas at 313 Congress Street, Boston, MA 02210; Attention: General Counsel and Corporate Secretary.

Participants in the Solicitation

Civitas and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Civitas’ stockholders in connection with the proposed merger will be set forth in Civitas’ definitive proxy statement for its stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed merger will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed merger.

Forward-Looking Statements

Certain statements contained in this filing may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the transaction and the ability to consummate the transaction. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements.

Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and Civitas undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be obtained; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the business of Civitas may suffer as a result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings related to the transaction; (5) Civitas may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement;

(7) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; (8) the failure to obtain the necessary debt financing arrangements set forth in the commitment letters received in connection with the transaction; and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. If the transaction is consummated, Civitas’ stockholders will cease to have any equity interest in Civitas and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of Civitas are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended September 30, 2018, which are available on the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

For Civitas Solutions, Inc.:

Dwight Robson
Chief Public Strategy and Marketing Officer
617-790-4800
[email protected]

For Centerbridge:

Jeremy Fielding / Anntal Silver
Kekst CNC
212-521-4800

For Vestar:

Blicksilver Public Relations, Inc.
Carol Makovich
203-622-4781
[email protected]

Jennifer Hurson
845-507-0571
[email protected]

by Steve Newman

Vestar Capital Partners to Lead New Investment in IRI

New York, NY – November 15, 2018 – New Mountain Capital (“New Mountain”) and Vestar Capital Partners (“Vestar”) today announced the signing of a definitive agreement through which Vestar will lead a new investment in Information Resources, Inc. (“IRI”). IRI has been a New Mountain portfolio company since 2011. Terms of the agreement, which is expected to close in the fourth quarter of 2018, were not disclosed. Post-transaction, New Mountain and Vestar will jointly govern IRI.

IRI is a fast-growing, innovative, global provider of data and predictive analytics that help fast-moving consumer goods, OTC health care, retail, financial services, and media companies accelerate growth. Jeffrey Ansell, a Vestar Senior Advisor and IRI Board member since 2011, will serve as Chairman of IRI. New Mountain and other existing investors are retaining a meaningful investment in IRI.

“The IRI management team, led by CEO Andrew Appel, has a proven track record of partnering with clients to leverage data, technology, and cutting-edge ideas to help achieve better business results,” said Mr. Ansell. “Working with Andrew and this talented management team, as well as with New Mountain and Vestar, we can continue to realize the strong client impact and value creation potential of this business.”

“Since New Mountain invested in IRI, we have transformed our business through significant investments in leading-edge technology and built a partner network of more than 100 companies,” said Andrew Appel, CEO of IRI. “We're excited about the new relationship with Vestar, which will further strengthen IRI’s ability to provide superior client service, particularly given Vestar's experience in consumer goods, data and information technology. With the additional support, IRI will have even more resources at our disposal to help clients deliver profitable revenue growth.”

“IRI’s accelerating top-line performance, long-term customer relationships, and stable margins make for a highly attractive financial profile,” said Norm Alpert, Co-President of Vestar. “IRI’s sophisticated data and predictive analytics offerings are unique and the value to clients has been proven again and again. We see meaningful upside through continued improvement and investment in innovative insights for clients as well as expansion both organically and through strategic acquisitions.”

“We are confident in the tremendous growth prospects for this business,” said Mat Lori, Managing Director at New Mountain. “With the ‘Liquid Data’ family of solutions enabling its blue-chip customer base to drive growth most effectively, connect with customers, and capture greater market share, our conviction in the long-term value creation potential for IRI remains strong.”

Kirkland & Ellis served as legal counsel to Vestar. Evercore, Morgan Stanley, and Jefferies acted as financial advisor and Fried Frank served as legal counsel to New Mountain and IRI. Jefferies Financial Group, Nomura Securities and Ares Management provided committed financing for the transaction.

About IRI
IRI is a leading provider of big data, predictive analytics and forward-looking insights that help CPG companies, OTC health care organizations, retailers, financial services and media companies grow their businesses. With the largest repository of purchase, media, social, causal, and loyalty data, all integrated on an on-demand, cloud-based technology platform, IRI helps to guide its more than 5,000 clients around the world in their efforts to remain relentlessly relevant, capture market share, connect with consumers, and deliver market-leading growth. A confluence of major external events — a revolution in consumer buying, big data coming into its own, advanced analytics and automated consumer activation — is leading to a seismic shift in drivers of success in all industries. For more information on IRI, please visit www.iriworldwide.com.

About New Mountain Capital

New Mountain Capital is a New York-based investment firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, public equity, and credit funds with more than $20 billion in assets under management. New Mountain Capital seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit www.newmountaincapital.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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services & Industrial Products. Since its founding in 1988, Vestar funds have completed more than 80 investments in companies – as well as more than 200 add-on acquisitions – with a total value of approximately $50 billion. For more information on Vestar, please visit www.vestarcapital.com.

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Media Contacts:

Vestar Capital Partners

Blicksilver Public Relations, Inc.

Carol Makovich

203-622-4781

[email protected]

Jennifer Hurson

845-507-0571

[email protected]

New Mountain Capital

Abernathy MacGregor

Dana Gorman

212-371-5999

[email protected]

IRI

Shelley Hughes

312-474-3675

[email protected]

by Steve Newman

Quest Analytics Acquires BetterDoctor

by Steve Newman

Goldman Sachs and Vestar Capital Partners Agree to Sell Hearthside Food Solutions

CHICAGO, IL, April 17, 2018 – Goldman Sachs and Vestar Capital Partners announced today that they have signed a definitive agreement to sell Hearthside Food Solutions, the leading bakery, nutrition bar and snack supplier of choice to premier food companies, to an investment group. Terms were not disclosed. The transaction is expected to close in the second quarter of 2018.

Hearthside Food Solutions is the nation’s largest and fastest-growing independent bakery and a full-service contract manufacturer of high quality, grain-based food and snack products for many of the world’s leading premier brands. Hearthside offers a diverse product portfolio, including nutrition bars, snack bars, cookies, crackers, and other grain-based snacks.  The company manufactures its products across a network of 25 facilities in the United States and Europe.

Hearthside grew rapidly under the joint ownership of Goldman Sachs and Vestar. In just under four years, Hearthside completed four acquisitions, entered new categories, and expanded into Europe.

“Our relationship with Goldman Sachs and Vestar was exceptional,” said Rich Scalise, founder, chairman, and CEO of Hearthside. “They became partners that enabled growth, strategic direction and most importantly trust. We are excited about taking those enablers to the next level with our new investors as we look to new geographical markets, new categories to enter, and in continuing to make our customer first in everything we do.”

“Hearthside has been an exceptional food platform that we identified early and were successful in helping to scale into Europe and across high-growth categories,” said Nicole Agnew of Goldman Sachs. “The company has experienced tremendous growth under Rich Scalise’s leadership and we wish the company continued success.”

“Hearthside’s growth over the last four years has exceeded our expectations, thanks in large part to Rich’s leadership and his management team,” said Brian O’ Connor, Managing Director of Vestar. “Together, we targeted acquisitions that complemented Hearthside’s capabilities, expanded into Europe and entered new categories. We are confident Hearthside will continue to prosper.”

Davis Polk & Wardwell LLP acted as the legal advisor to Hearthside, Goldman Sachs and Vestar in this transaction.  Barclays and Goldman Sachs served as the financial advisors for the transaction.

About Hearthside Food Solutions
Hearthside Food Solutions, headquartered in Downers Grove, Illinois, is the leading bakery, nutrition bar and snack supplier of choice to premier food companies. Hearthside currently operates 25 food-manufacturing facilities, including three in Europe. In 2014, Hearthside was acquired by the Merchant Banking Division of Goldman Sachs and Vestar Capital Partners. For more information on Hearthside Food Solutions, visit www.hearthsidefoods.com.

About Goldman Sachs
Founded in 1869, The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm. Goldman Sachs Merchant Banking Division is the primary center for the firm’s long-term principal investing activity. With nine offices across seven countries, Goldman Sachs MBD is one of the leading private capital investors in the world with equity and credit investments across corporate, real estate, and infrastructure strategies. Since 1986, the group has invested approximately $185 billion of levered capital across a number of geographies, industries and transaction types.

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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services & Industrial Products. Since its founding in 1988, Vestar funds have completed more than 80 investments in companies – as well as more than 200 add-on acquisitions – with a total value of approximately $50 billion. For more information, please visit www.vestarcapital.com.

Contacts:
FOR HEARTHSIDE:
Carl Melville
760-671-1110
[email protected]

FOR GOLDMAN SACHS:
Leslie Shribman
(212) 902-5400
[email protected]

FOR VESTAR:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
[email protected]

Jennifer Hurson
(845) 507-0571
[email protected]

by Steve Newman

Vestar Capital Partners to Acquire Nonni’s

New York, New York and Chicago, Illinois – November 14, 2017 – Vestar Capital Partners (“Vestar”) today announced that it has signed a definitive agreement to acquire Nonni’s Food Group (“Nonni’s”). Nonni’s is a leading manufacturer and marketer of artisanal cookies and other premium baked snacks. Terms of the transaction were not disclosed. The transaction is expected to close in the fourth quarter of 2017.

Based in Oakbrook, IL, Nonni’s premium products are synonymous with artisanal, authentic, and Italian-inspired. Products are marketed under the Nonni’s, THINaddictives, and La Dolce Vita brand names, and sold through a diverse distribution platform that includes major customers in club, grocery, mass market, foodservice, and online retailing.

“We’re thrilled to be partnering with Vestar as we look to build upon Nonni’s growth and success. The Vestar team’s deep consumer experience will be invaluable as we work to expand our customer relationships, enter new channels, and continue to introduce new and innovative products to the marketplace,” said Brian Hansberry, CEO of Nonni’s.

“We see numerous growth avenues for Nonni’s premium, established brands,” said Brian O’Connor, Managing Director of Vestar and Co-Head of the Consumer Group. “We are excited to be partnering with Brian Hansberry, Chris Puma, and the rest of Nonni’s management team to pursue our shared vision for the Company.”

Latham & Watkins served as legal counsel to Vestar. Houlihan Lokey acted as financial advisor to Nonni’s and Kirkland & Ellis provided transaction counsel. Antares Holdings and Northwestern Mutual Capital provided financing for the transaction.

About Nonni’s Food Group

Nonni’s Food Group is the leading producer, marketer, and distributor of branded premium specialty cookies and baked goods in North America. The company sells products under the Nonni’s, THINaddictives, and La Dolce Vita brands. Headquartered in Oakbrook Terrace, Ill., Nonni’s operates four facilities in Ferndale, N.Y.; Glendale, Ariz.; Tulsa, Okla.; and Montreal, Canada. It produces its traditional biscotti using the original family recipe including real eggs, butter, and gourmet bittersweet chocolate that gives the biscotti a light, crunchy texture that is delicately sweet. The devotion to real quality ingredients is the foundation for the continued success of the company. Nonni’s Biscotti is the number one-selling biscotti in the U.S. and the only national brand sold coast to coast. Additional information is available at www.nonnis.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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services & Industrial Products. Since its founding in 1988, Vestar funds have completed more than 80 investments in companies – as well as more than 200 add-on acquisitions – with a total value of approximately $50 billion. For more information, please visit www.vestarcapital.com.

# # #

Media Contacts:

Vestar Capital Partners

Owen Blicksilver Public Relations, Inc.

Carol Makovich

203-622-4781

[email protected]

Jennifer Hurson

845-507-0571

[email protected]

by Steve Newman

Vestar Announces Sale of Institutional Shareholder Services for $720 million

NEW YORK (September 7, 2017) – Vestar Capital Partners has announced that Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance and responsible investment solutions to financial market participants, has been sold for $720 million. The transaction is expected to close by early fourth quarter, subject to customary closing conditions.

Vestar acquired ISS in April 2014, carving it out from its former corporate parent MSCI Inc. Under Vestar’s ownership, ISS successfully developed into an attractive, high-growth platform with a clear market leadership position in the on-trend Environmental, Social and Governance (“ES&G”) space.

CEO Gary Retelny and his management team led this transformation, establishing ISS as a standalone entity and investing behind the systems and human capital infrastructure required to accelerate growth. ISS will continue to operate independently once the transaction is completed and the current ISS executive leadership team will remain in place.

“We thank Vestar Capital Partners for their commitment to ISS and its clients around the globe over the past three years. It has been a tremendously successful partnership,” Mr. Retelny said.

“Our partnership with Gary Retelny and the ISS management team has been extremely productive and highly successful, including the completion of five acquisitions, which significantly broadened its products and services,” said Rob Rosner, co-president of Vestar. “We are proud of how ISS has expanded its business over the past several years and strengthened its global position as the leading authority in corporate governance.”

ISS currently has more than 1,000 employees operating across 19 global offices in 13 countries. Its approximately 3,000 clients include many of the world’s-leading institutional investors who rely on ISS’ objective and impartial proxy research and data to vote portfolio holdings, as well as public companies focused on governance risk mitigation as a shareholder-value enhancing measure.

Simpson Thacher & Bartlett LLP acted as legal advisor to ISS and Vestar Capital Partners on the transaction.

About ISS

Founded in 1985 as Institutional Shareholder Services Inc., ISS is the world’s leading provider of corporate governance and responsible investment (RI) solutions for asset owners, asset managers, hedge funds, and asset service providers. ISS’ solutions include: objective governance research and recommendations; RI data, analytics, advisory and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); and reliable global governance data and modeling tools. Clients rely on ISS’ expertise to help them make informed corporate governance and responsible investment decisions. For more information, please visit www.issgovernance.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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services & Industrial Products. Since its founding in 1988, Vestar funds have completed more than 80 investments in companies – as well as more than 200 add-on acquisitions – with a total value of approximately $50 billion. For more information, please visit www.vestarcapital.com.

Media Contacts:
Institutional Shareholder Services Inc.
Subodh Mishra, Executive Director, Communications
+301-556-0304
[email protected]

Vestar Capital
Owen Blicksilver Public Relations, Inc.
Jennifer Hurson
+845-507-0571
[email protected] 

by Steve Newman

Vestar Capital Partners Acquires Quest Analytics

New York, New York – August 22, 2017 – Vestar Capital Partners today announced that it has acquired Quest Analytics, L.L.C. Terms of the investment were not disclosed.

Quest Analytics, based in Appleton, WI and co-founded in 2003 by David H. Hill and John P. Weis, is a leader in health plan provider network management software and services. Mr. Hill and Mr. Weis will remain active in the business and will retain a substantial minority ownership stake in the company.

Health plan provider network access, adequacy, and accuracy standards vary by state and type of beneficiary. As health plan networks evolve to keep healthcare affordable, Quest Analytics provides critically important software and cloud-based solutions for both health plans and the regulators who monitor their performance.

“Quest’s products and services are critical competitive tools for health plan networks in the current volatile and uncertain healthcare environment,” said Roger C. Holstein, Managing Director at Vestar Capital Partners. “As healthcare costs continue to rise, health plans are narrowing the size of provider networks in order to keep premiums affordable. Now more than ever, health plans look to Quest to help them design, contract, and monitor the access, adequacy, and accuracy of their networks.”

“Partnering with Vestar, Quest will not only have additional capital to invest and grow our business but also access to Vestar’s data analytics and sector expertise that will enable us to take full advantage of the significant opportunities available to expand our fast-growing business,” said Mr. Weis, CEO of Quest Analytics.

Richard Barasch, former CEO of Universal American (a leading Medicare Advantage plan recently acquired by WellCare Health Plans, Inc.) and a senior advisor to Vestar, was actively involved in the investment and will join the Quest board.

Kirkland & Ellis LLP served as legal counsel to Vestar. Brown Gibbons Lang & Company acted as financial advisor to Quest Analytics and Foley & Lardner LLP provided transaction counsel.

About Quest Analytics, L.L.C.

Quest Analytics is an independent solutions company, built without ownership ties to any health plan, providing commercial software development and consulting services for hundreds of health plans, consultants, and government agencies in the healthcare industry. The company has brought many innovative solutions to the market ranging from pioneering access analysis and disruption analysis tools to evolving network adequacy solutions and right-sized network design services. For more information, please visit www.questanalytics.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 to build long- term enterprise value, with a focus on Consumer, Healthcare, and Business Services & Industrial Products. Since its founding in 1988, Vestar funds have completed more than 80 investments in companies – as well as more than 200 add-on acquisitions – with a total value of approximately $50 billion. For more information, please visit www.vestarcapital.com.

# # #

Media Contacts:

Owen Blicksilver Public Relations, Inc.

Carol Makovich

203-622-4781

[email protected]

Jennifer Hurson

845-507-0571

[email protected]

by Steve Newman

Edward Don & Company Announces Investment by Vestar Capital Partners

WOODRIDGE, IL – March 2, 2017 – Edward Don & Company (“DON”), the world’s leading distributor of foodservice equipment and supplies, announced today that it is pleased to bring in a new capital investor, Vestar Capital Partners, to fund DON’s future growth, with a primary focus on geographic expansion and acquisitions. Terms of the investment were not disclosed. The transaction is expected to close in the first quarter of 2017.

Following Vestar’s investment, the Don family and members of senior management will retain a significant ownership stake in the company. Steve Don will remain CEO of the Company, and his senior management team will also remain in place. Owned and operated by the Don family since 1921, Edward Don & Company is the chosen supplier to all types of foodservice businesses including independent restaurants, national chains, health care, hospitality, country clubs, schools and universities, government institutions, and foodservice management.

“We were pleased to be selected by the Don family as a value-added capital partner to help the business grow. DON is the premier platform in the foodservice equipment and supplies industry and the only nationwide, fully integrated solution for customers today. Its management team, customer service organization, and state-of-the-art technology provide an unparalleled platform on which to build,” said Rob Rosner, co-president and founding partner of Vestar.

“For more than 95 years, DON has put customers first, delivering everything but the food,” said Steve Don, CEO. “In Vestar, we found a partner who not only brings fresh capital to the business but also has a deep appreciation for the customers, employees, and culture that have made us who we are today. Customers can expect the same high level of foodservice expertise, customer service and quality, innovative products from DON as we move forward with Vestar.”

“With Vestar’s deep expertise in the foodservice industry and our long history of working closely with family-owned businesses, we believe we can be a value-added partner to Edward Don & Company. We are excited to work with Steve and build on the success he and his family have had thus far,” said John Stephens, managing director and co-head of the Business Services and Industrial Products Group of Vestar.

Wells Fargo Securities, LLC acted as exclusive financial advisor to DON and Horwood Marcus & Berk served as legal counsel.  Latham & Watkins LLP served as legal counsel to Vestar.

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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services and Industrial Products. Since Vestar’s founding in 1988, Vestar funds have completed 78 investments in companies with a total value of more than $46 billion. For more information, please visit www.vestarcapital.com.

About Edward Don & Company

Owned and operated by the Don family since 1921, Edward Don & Company is the world's leading distributor of foodservice equipment and supplies. Headquartered in Woodridge, IL, the company is the chosen supplier to all types of foodservice businesses including independent restaurants, national chains, health care, hospitality, country clubs, schools and universities, government institutions, and foodservice management. DON, with approximately 1,100 employees, operates a nationwide distribution network supported by six full-service distribution centers – in Philadelphia, Ft. Lauderdale, Atlanta, Chicago, Dallas, and Los Angeles – and also owns and operates its own transportation fleet. DON serves national and multi-unit account programs with flexible, customized solutions that meet the needs of both the corporate office and the individual units. DON’s Foodservice Equipment Division offers full service kitchen design, equipment purchasing, and installation. For more information, please visit www.don.com

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Media Contacts for Vestar Capital Partners:

Owen Blicksilver Public Relations, Inc.

Carol Makovich

203.622.4781

[email protected]

Jennifer Hurson

845.507.0571

[email protected]

by Steve Newman

Vestar-owned Roland Foods Receives $125 Million Minority Investment

NEW YORK, NY – January 9, 2017 – Vestar Capital Partners (“Vestar”), a leading U.S. middle-market private equity firm, announced today that it accepted a $125 million minority investment in Roland Foods (“Roland”), a Vestar portfolio company and leading provider of superior quality specialty foods.  Following the completion of this recapitalization transaction, Vestar will remain the majority shareholder in Roland.

Founded in 1934 and owned by Vestar since 2013, Roland Foods is a recognized leader in the imported specialty foods business in the U.S. and around the globe. The Roland brand is iconic and stands at the forefront of the industry, providing more than 1,500 SKUs to the foodservice, retail, and industrial channels.

“Roland has achieved extraordinary growth since 2013, and we are excited to welcome a new partner who will help to accelerate this already strong momentum,” said Brian O’Connor, managing director of Vestar and co-head of its Consumer Group.

“Given the strong prospects ahead for our business, both organically and through acquisitions, this transaction is an opportunity to provide Roland with the capital flexibility to further our market-leading position,” said Jim Wagner, Roland’s CEO. “With the ongoing support of our partners, we will continue to grow and provide exceptional service, value and quality to all of our customers.”

Wells Fargo Securities, LLC acted as financial advisor to Vestar and Kirkland & Ellis LLP served as legal counsel.

About Roland Foods

Roland Foods, based in New York City, specializes in importing high-quality specialty food products from more than 50 countries. Founded in Paris in 1934 and established in the U.S. in 1939, the Company provides customers with exceptional specialty foods, primarily offered under the Roland brand. 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, 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 to build long-term enterprise value, with a focus on Consumer, Healthcare, and Business Services and Industrial Products. Since Vestar’s founding in 1988, Vestar funds have completed 78 investments in companies with a total value of more than $46 billion. For more information, please visit www.vestarcapital.com.

Media Contacts:

Vestar Capital Partners

Carol Makovich

Owen Blicksilver Public Relations, Inc.

203-622-4781

[email protected]

by Steve Newman

ISS Announces Acquisition of IW Financial

ROCKVILLE, Md. (January 5, 2017) -- Institutional Shareholder Services Inc. (“ISS”), the leading provider of end-to-end corporate governance and responsible investment solutions to the global financial community, today announced the acquisition of IW Financial, a U.S.-based firm offering environmental, social, and governance (ESG) research, consulting, and portfolio management solutions.

Established in 2001 and headquartered in Portland, Maine, IW Financial's suite of offerings help asset management firms and other institutional clients identify risks, enhance productivity, and increase revenues by adding value to the money management process while strengthening client relationships. IW Financial's solutions are based on patented technology that allows users to comparatively rate companies based on user-defined criteria. Institutions can incorporate ESG factors into their investment platforms, products, and portfolios and can quickly identify the investments that best meet ESG guidelines and client expectations.

“This acquisition will help us continue to meet the growing demands of the investment community to further integrate ESG data and insights into ISS’ industry leading corporate governance offerings,” said ISS’ Chief Operating Officer, Stephen Harvey. “We are committed to helping investment professionals across the globe leverage timely and relevant extra-financial insights to aid in investment decision-making through our growing suite of services.”

IW Financial screens, methodologies, and other solutions will be integrated into ISS-Ethix, the ESG arm of Institutional Shareholder Services, which provides global investors with deep expertise in environmental and social research and analysis to deliver a fully integrated, turnkey solution for responsible investing. IW Financial CEO Sam Pierce will continue with the combined group and will lead development of an environmental and social ratings methodology, slated for release later this year as part of the ISS QualityScore screening and scoring solution.

“We are very pleased to join the ISS family and I look forward to working with Steve and entire team to develop and deliver industry leading ESG products and services,” said Pierce. “We look forward to integrating our teams, products, and services to provide clients a truly end-to-end solution that is global in scope.”

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About ISS Founded in 1985 as Institutional Shareholder Services Inc., ISS is the world’s leading provider of corporate governance and responsible investment (RI) solutions for asset owners, asset managers, hedge funds, and asset service providers. ISS’ solutions include: objective governance research and recommendations; RI data, analytics, and research; end-to-end proxy voting and distribution solutions; turnkey securities class-action claims management (provided by Securities Class Action Services, LLC); and reliable global 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.

Media Contact: Subodh Mishra, Executive Director, Communications +301-556-0304 [email protected]

by Steve Newman