Customized Solutions. Superior Execution.
The professionals of Western Reserve bring to bear an extensive and successful track record in the consumer sector, having completed nearly 160 transactions at a collective value of over $8 billion in the following sectors:
MAIN STREET GOURMET
Western Reserve acted as exclusive financial advisor to Main Street Gourmet in its sale to Clover Capital Partners LLC.
Main Street Gourmet, headquartered in Cuyahoga Falls, Ohio, was founded in 1987 by childhood friends Steve Marks and Harvey Nelson. Today, the company is a leading provider of frozen bakery items, including whole grain and all natural muffins, brownies, cookies, granolas and other specialty desserts. Main Street Gourmet is well recognized for its expertise in customizing recipes for many premier food retailers, bakery-cafes, in-store bakeries, restaurants and delis.
Shareholders retained Western Reserve to assist in a potential sale of the company and the identification of a partner with the resources to support the management team’s growth plans. Western Reserve confidentially introduced the company to a range of financial and strategic buyers and assisted in negotiating key transaction terms.
In April 2011, Main Street Gourmet was acquired by Clover Capital, a private equity firm based in Los Angeles, California. The shareholders retained an ongoing ownership interest to share in the economic benefit of the company’s future growth potential.
Messrs. Marks and Nelson said, “Western Reserve’s expertise, wisdom and experience provided an immense amount of comfort and security throughout the process. We were thoroughly impressed with their commitment to keep our best interests first while achieving our strategic and financial objectives. We are truly fortunate to have selected Western Reserve to handle this transaction.”
. . .
QUINCY BIOSCIENCE, INC.
Western Reserve Partners served as the exclusive investment banker to Quincy Bioscience, Inc. in its successful private offering of senior subordinated notes. Proceeds from the offering will be used to finance Quincy’s rapid growth and refinance existing debt. The sole investor in the transaction is CapitalSouth Growth Fund.
Headquartered in Madison, Wisconsin, Quincy is a leading biotechnology company focused on the discovery, development and commercialization of novel technologies to address brain health and other age-related health challenges, including memory loss. The Company utilizes an innovative protein to manufacture its flagship product, Prevagen®, which is sold directly to consumers through direct response marketing campaigns and major drug store chains in the United States.
Mike Beaman, CEO of Quincy, said, “We are very pleased to be partnering with CapitalSouth and very appreciative of Western Reserve’s dedication to structuring a creative financing solution. Western Reserve delivered a successful outcome to Quincy’s shareholders, as we are now well-positioned with a strong financial partner to capitalize on our growth strategy.”
. . .
VISION CARE HOLDINGS (EYEGLASS WORLD LLC SUBSIDIARY) (PORTFOLIO COMPANY OF SUMMIT PARTNERS)
Western Reserve acted as exclusive financial advisor to Vision Care Holdings, a portfolio company of Summit Partners, in the sale of its Eyeglass World, LLC subsidiary to National Vision, a portfolio company of Berkshire Partners.
Headquartered in Lake Worth, Florida, Eyeglass World provides retail optical products and services through 62 vision superstores in 24 states. According to Vision Monday Magazine, Eyeglass World is the 14th largest optical retail chain in the U.S. Eyeglass World’s strategy is to offer value-conscious customers a large selection of high-quality, brand name eyewear and superior customer service at discount prices.
Vision Care was in need of additional capital to execute its strategic plan in a difficult economic environment and engaged Western Reserve to assist in the sale of the business. Western Reserve leveraged its expertise in specialty retail, and the optical sector in particular, to orchestrate a sale process that included conversations with the leading domestic and international strategic buyers as well as private equity groups with related interests.
In January 2009, Eyeglass World was acquired by National Vision, the fifth largest optical retail chain in the U.S. Western Reserve’s delivery of an effective and timely solution maximized the outcome for Summit and Vision Care’s other stakeholders despite a challenging economic environment.
A.R.E. ACCESSORIES, LLC (PORTFOLIO COMPANY OF CRYSTAL RIDGE PARTNERS AND DEFIANCE PARTNERS)
Western Reserve Partners served as exclusive financial advisor to A.R.E. Accessories, LLC (“A.R.E.”), a portfolio company of Crystal Ridge Partners and Defiance Partners, in its sale to Tectum Holdings, Inc. (“THI”), a portfolio company of TA Associates, LLC.
Headquartered in Massillon, Ohio, A.R.E is the world’s single largest selling brand of highly engineered, custom-made fiberglass and aluminum truck caps and tonneau covers, widely regarded as having the highest quality and broadest product line in the market today. A.R.E. operates from three manufacturing locations in Ohio and a distribution center in Nevada. The facilities utilize state-of-the-art equipment, production processes and environmental emission controls earning ISO 9001 certification in 2001. With over 45 years of experience, A.R.E. has a highly developed network of independent dealers who rely on the company to provide product custom made to exact order specifications and delivered within two to three weeks.
Headquartered in Ann Arbor, Michigan, THI is a leading supplier of branded light duty truck accessories for pickup truck bed applications. Since its formation, THI has grown organically and via acquisition from two tonneau brands into a diverse portfolio of seven major tonneau brands and a premier bed liner brand.
Of working with Western Reserve, Crystal Ridge Partners Managing Principal Don Hofmann said, “We appreciate the tremendous dedication and industry expertise Western Reserve provided in the process, which resulted in a successful outcome for the shareholders and provided an ideal partner for the A.R.E. team.”
“We are quite excited to join the THI family and to join a company known throughout the industry for innovation and quality, values that have been with A.R.E. since its founding more than 45 years ago. On behalf of everybody at A.R.E., I would like to thank the Western Reserve team for their assistance and guidance throughout the sale process. Their direction and relentless effort throughout the process was truly top notch,” said Todd Hoffman, A.R.E.’s President and CEO.
. . .
EXXEL OUTDOORS, LLC
Western Reserve advised Exxel Outdoors in its acquisition of American Recreation Products (“ARP”) from the Kellwood Company, a portfolio company of Sun Capital Partners, Inc. Western Reserve also advised Exxel on financing the transaction: senior debt from Wells Fargo Bank and mezzanine debt from Pathlight Capital.
Headquartered in Los Angeles, California, Exxel manufactures and markets family-style sleeping bags, tents, children’s camp sets and apparel, among other equipment. Their product portfolio includes four company brands (Suisse Sport, X20, American Trails, Master Sportsman), licensed brands (Disney, Marvel, DC Comics, Hello Kitty, Realtree) and private label products. Exxel’s Haleyville, Alabama plant is the leading manufacturer of U.S.-made sleeping bags.
ARP, headquartered in Boulder, Colorado, is home to a collection of the most well-known and innovative outdoor industry brands, offering a wide variety of technical and lifestyle equipment, apparel, and accessories to compliment any outdoor pursuit. American Rec’s family of brands includes Kelty, Sierra Designs, Slumberjack, Wenzel, Ultimate Direction, Mountain Trails, and Instabed. Its products are sold through sporting goods stores and outdoor specialty stores, as well as through mail order and the internet.
Harry Kazazian, Chief Executive Officer at Exxel said, “The team at Western Reserve Partners worked hand-in-hand with us during every stage of this deal: approaching the seller, negotiating the purchase, securing the bank debt, securing the mezzanine debt, structuring the equity, and refining the legal documents. They committed themselves 100% to our success.”
. . .
ANAHEIM MANUFACTURING COMPANY
Western Reserve Partners announced that it served as exclusive financial advisor to Anaheim Manufacturing Company (“AMC”), a portfolio company of Graham Partners, in its sale to Moen Incorporated, a subsidiary of Fortune Brands.
Based in Brea, California, AMC is a leading manufacturer of residential and commercial garbage products under its own brands, Waste King, Whirlaway, Sink Master and Quick & Hot, as well as through private label channels.
Moen Incorporated, based in North Olmsted, Ohio, designs and manufactures faucets, showerheads, accessories and kitchen sinks for residential and commercial applications. The company operates as a subsidiary of Fortune Brands.
Fortune Brands (NYSE: FBHS), based in Deerfield, Illinois, provides home and security products for use in residential home repair, remodeling, new construction, security applications and storage. It operates in four segments: Kitchen & Bath Cabinetry, Plumbing & Accessories, Advanced Materials Windows & Door Systems and Security & Storage.
William Timmerman, Principal at Graham Partners, said, “The Western Reserve Team provided an outstanding level of service to our firm through the entire process. As advisors, their commitment to managing a customized process led to a great strategic outcome for Anaheim Manufacturing Company and Graham Partners.”
Kevin Mayer, Managing Director and Co-Head of Western Reserve’s Industrial practice, stated, “Anaheim Manufacturing Company will expand Moen’s current, broad product offering and allow it to enter into the garbage disposer market.”
Charles Aquino, Managing Director of Western Reserve’s Consumer and Business Services Practices, said, “We are delighted to have advised AMC and Graham during this process and are excited for this strategic combination between Anaheim Manufacturing and Moen to evolve.”
. . .
Western Reserve acted as exclusive financial advisor to Anomatic Corporation in its recapitalization by Brookstone Partners.
Anomatic, headquartered in Newark, Ohio, is the leading provider of high-volume anodized aluminum packaging components and custom decorative assemblies to global cosmetics packaging companies. The company has the ability to stamp, clean, buff, anodize, decorate and assemble a wide variety of aluminum components, including lipstick cases, mascara shells and collars, caps and threaded closures for lotions and fragrances.
In an effort to improve shareholder value through domestic and international growth, Anomatic’s shareholders engaged Western Reserve to identify a financial partner that would enable the company to execute its growth plan domestically, as well as pursue international expansion. Through a competitive auction process, Western Reserve introduced Anomatic to several potential financial partners.
Anomatic was recapitalized by Brookstone in November 2005. Brookstone, headquartered in New York, New York, is a private equity firm that seeks to acquire companies or invest in growth equity situations in the middle market. Brookstone was selected based on its shared vision for the business and its recognized track record of success in international expansion and unique expertise in creating manufacturing efficiencies. The transaction provided Anomatic’s shareholders with partial liquidity, an ongoing equity ownership in the business and a sophisticated financial partner to help execute its growth plan, all while retaining operational control.
Scott Rusch, Vice President of Anomatic, said, “Western Reserve did an outstanding job of identifying the right financial partner for us and helping us through all stages of the transaction. Their experience and dedication to the project resulted in a timely and efficient result. They were great to work with.”
. . .
Owner, operator and franchisor of restaurants
$59 million initial public offering of common stock
Western Reserve acted as exclusive financial advisor to the Bankruptcy Estate of Driggs Farms of Indiana, Inc. in its sale to Land-O-Sun Dairies LLC, a subsidiary of Dean Foods Company (NYSE: DF).
Founded in 1911 and based in Decatur, Indiana, Driggs was a leading private label manufacturer of ice cream and frozen novelties. The company manufactured its own Delicious®, El Premio® and Driggs Farms® labels, as well as private labels for national grocery retailers and distributors.
Western Reserve was retained as the company’s exclusive investment banker. After seeking numerous liquidity alternatives through a traditional sale process, Driggs Farms filed a motion to sell the business through a Section 363 asset sale to a stalking horse bidder, Fieldbrook Foods Corporation, which had entered into a definitive asset purchase agreement after negotiations led by Western Reserve.
In accordance with procedures approved by the bankruptcy court, Western Reserve solicited written offers from other prospective purchasers to “top” the stalking horse bid. Among the more than 60 potential buyers contacted, Dean Foods entered the auction process with Fieldbrook, and over the course of the September 2008 auction, the bid changed hands 35 times before Dean Foods emerged as the highest bidder. As a result, the primary secured creditor was paid in full, and other creditors of Driggs realized a significantly higher recovery than was originally expected.
Dean Foods is one of the nation’s leading food and beverage companies, producing a full line of dairy and soy products. At the time of the transaction, it operated more than 100 U.S. plants employing over 26,000 people.
Designer, manufacturer, marketer and retailer of seasonal and everyday greeting cards and other social expression products
$150 million placement of senior convertible notes
Office supply store retailer
Sold to: Boise Cascade (Boise, ID); provided fairness opinion
Manufacturer of power equipment
Retailer and distributor of groceries
Designer and manufacturer of office furniture
Western Reserve acted as exclusive financial advisor to Fire-Dex, LLC in its recapitalization with Peninsula Capital Partners L.L.C. This transaction represented the firm’s second engagement by Fire-Dex, as Western Reserve assisted the company in its 2007 recapitalization by Brown Brothers Harriman and StoneCreek Capital.
Headquartered in Medina, Ohio, Fire-Dex, LLC is one of North America’s largest and fastest growing manufacturers of turnouts and related gear for firefighters, consistently recognized for its superior customer service and a high quality, broad product line. The Company manufactures and supplies custom fire fighting turnouts, EMS, search and rescue, wild lands and proximity apparel, as well as gloves, hoods, boots and accessories throughout the United States, Canada and South America.
As a result of the transaction, Fire-Dex provided liquidity to its previous junior capital providers and facilitated continued growth of the business with a new financial partner, Peninsula Capital Partners L.L.C. (“Peninsula”) through its Peninsula Fund V L.P., which provided subordinated debt and preferred equity.
JPMorgan Chase Bank provided the senior secured credit facility. The recapitalization was structured to allow Bill Burke, Chairman and majority shareholder, to acquire an increased equity ownership position and provide a strong financial partner to facilitate the continued growth of the business.
Mr. Burke said, “Western Reserve ultimately delivered significant value to Fire-Dex’s shareholders. Their knowledge of our industry and attention to detail at every stage were essential to achieving an outcome much better than I had anticipated at the outset of the process. We are now well-positioned with a strong financial partner to capitalize upon our growth strategy.”
. . .