Customized Solutions. Superior Execution.
Western Reserve’s professionals have extensive experience in the building products and materials industry, having collectively executed more than 35 transactions worth over $3.5 billion in the following sectors:
Western Reserve provided the fairness opinion to the Board of Directors of FML Holdings, Inc. (d/b/a Fairmount Minerals) in its sale to American Securities.
Headquartered in Chardon, Ohio, Fairmount is one of the largest producers of industrial sand in the U.S. At the time of the transaction, approximately 80% of the company’s sales were tied to the oil and natural gas production markets, with the remainder going to commercial and industrial uses, including foundries, construction, golf courses, artificial turfs, etc.
To provide liquidity to certain of Fairmount’s shareholders, the company entered into an agreement to sell a 51% common equity stake to American Securities. Western Reserve was engaged to provide Fairmount’s Board of Directors with a fairness opinion, and the transaction was consummated in August 2010.
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 Partners served as the exclusive investment banker to InterWrap in its recapitalization by Quad-C.
Headquartered in Vancouver, British Columbia, InterWrap is a vertically integrated, global manufacturer of innovative coated woven products and diverse multi-layer laminated reinforced plastic substrates. InterWrap serves a wide variety of markets such as roofing products, wood packaging – lumber wrap, industrial packaging, large format outdoor digital print media, converted fabrics, agricultural and construction products. Their consistent product quality is achieved by using state-of-the-art plastic extrusion, weaving, coating, laminating, printing techniques and a strong commitment to partnership with their customers, employees, and suppliers.
Founded in 1989 and headquartered in Charlottesville, Virginia, Quad-C is a private investment firm investing in well-established middle market businesses. Quad-C professionals act as the corporate development partners for their portfolio companies to assist in taking the business to the next level. The transactions provide liquidity for owners, capital for corporate growth and significant equity opportunities for key members of management. They provide long-term, patient capital and seek to build value over a number of years, not overnight.
“I am thrilled that our recapitalization with Quad-C will enable us to continue providing our customers with the highest quality products and customer service they have come to expect from InterWrap, while aggressively pursuing growth opportunities to expand our business,” said Dave Shokar, co-owner of InterWrap.
Of working with Western Reserve, Rob Milne, the other co-owner of InterWrap, said, “Western Reserve did an exceptional job providing us with insight and quality advice throughout the process. Their support and guidance was integral to the successful completion of this transaction. Dave and I recognize the value that Western Reserve added and thank them for their unwavering dedication.”
. . .
OSMOSE HOLDINGS, INC.
Western Reserve served as the exclusive investment banker to Osmose Holdings, Inc. in its sale to funds managed by Oaktree Capital Management, L.P. Western Reserve also rendered a fairness opinion to the Board of Directors of Osmose in connection with the transaction.
Founded in 1934 and based in Buffalo, New York, Osmose operates in three business segments:
Wood Preservation — Manufacturer and marketer of wood preservation and treatment technology
Utilities Services — Provider of pole maintenance, pole restoration, field survey services, engineering services and storm response
Railroad Services — Provider of bridge services including construction, engineering, inspection, maintenance and repair
Oaktree, headquartered in Los Angeles, California, is a leading global investment management firm focused on alternative markets, with $77.9 billion in assets under management as of March 31, 2012.
James Spengler, President and Chief Executive Officer of Osmose, will continue to serve in the same capacity along with Osmose’s existing management team. “Osmose has built very strong brand recognition and a solid reputation for innovative products and services, excellent customer service, best in class safety performance and good growth prospects across all its business segments which attracted Oaktree to seek a partnership with management to pursue strategic growth plans. Oaktree can provide substantial additional resources and is committed to investing in Osmose to help us expand our product and service offerings and to better meet and exceed our customers’ expectations,” said Mr. Spengler.
Ian Schapiro, Oaktree Managing Director, said, “We are delighted to have the opportunity to invest in Osmose and to provide the Company with additional resources and capabilities to expand its product and service offerings, invest in additional research and development, and deliver superior customer service. We look forward to working with Osmose’s world-class management team to continue to build on the Company’s success.”
Leading the transaction for Western Reserve were Managing Directors Ralph Della Ratta and Joseph Carson, supported by Vice President Rebecca White, Associate David Helsel and Analysts Courtney Downs and Matthew Francati.
“Osmose and Oaktree are leaders in their respective fields, and we are honored to have worked with such fine organizations,” said Mr. Della Ratta. “We look forward to watching Osmose take its success to the next level with the help of a financial partner.”
Of working with Western Reserve, Mr. Spengler said, “Western Reserve provided tremendous support and guidance throughout the transaction. They had a nuanced understanding of the deal’s complexities and impartially advised Osmose’s Board each step of the way. Our shareholders recognize the value that Western Reserve added and thank them for their unwavering dedication.”
. . .
REESE CENTRAL WHOLESALE, INC.
Western Reserve acted as exclusive financial advisor to Reese Central Wholesale, Inc. in its recapitalization by Bank of America Business Capital.
Reese is a leading distributor of roofing, siding and other building products in the state of Indiana. The company is headquartered in Indianapolis, Indiana and also operates eight other branches throughout the state. Reese’s products are used in a variety of applications, including new home construction, replacement roofing and large commercial projects.
Western Reserve worked with Reese’s senior management team and advisors to refinance the company’s existing credit facilities and recapitalize the business. The new capital structure was comprised of a senior secured revolving facility and term loan and enabled Reese to refinance existing indebtedness and establish access to additional capital to finance continued growth of the company.
John Reese, Chief Executive Officer and primary owner of Reese, commented, “We were very pleased with both the strategic and technical advice Western Reserve provided us in executing this transaction. Their expertise and dedication from start to finish resulted in a well-structured and flexible financing for our company.”
. . .
SCHWAB INDUSTRIES, INC.
Western Reserve acted as financial advisor to the Bankruptcy Estate of Schwab Industries, Inc. in the sale of its assets to Oldcastle Materials, Inc., a division of CRH plc (NYSE: CRH), and Resource Land Holdings, LLC (“RLH”).
Schwab was a leading producer, supplier and distributor of ready-mix concrete, concrete block, cement and related supplies to commercial, municipal and residential contractors in Northeast Ohio and Southwest Florida. Schwab’s ready-mix operations consisted of Medina Supply Company, Quality Block & Supply, Inc. and Twin Cities Concrete in Ohio and Schwab Ready-Mix, Inc. in Florida. The company’s assets also included Eastern Cement Corporation (“ECC”), a deep-water port on the gulf coast of Florida, and Schwab Materials, Inc. (“SMI”), an orange grove with significant identified limestone reserves in Fort Myers, Florida.
Schwab commenced a Chapter 11 bankruptcy case and filed a motion to sell the company to Cement Resources LLC, a newly formed holding company jointly owned by two private equity firms, Atlas Holdings LLC and GarMark Partners. Cement Resources emerged as the stalking horse bidder for all of Schwab’s assets and entered into a definitive asset purchase agreement with the company. In accordance with procedures approved by the bankruptcy court, Western Reserve solicited written offers from other prospective purchasers, including Oldcastle and RLH, to “top” the stalking horse bid. A live 363 auction was held and included eight different interested parties.
Over the course of the June 2010 auction, bids were solicited for some or all of the assets, and the leading bid changed hands several times among several different groups (including combinations of groups). Ultimately, Oldcastle emerged as the winning bidder of the Ohio and Florida ready-mix assets as well as ECC, and RLH emerged as the winning bidder of SMI.
Oldcastle is the leading vertically integrated supplier of aggregates, asphalt, ready mixed concrete and paving services with 1,400 locations nationwide. Oldcastle consists of strong, established companies who retain their identity while leveraging the technology, expertise and financial resources of the larger organization. RLH was founded in 1998 to invest in agricultural, timber and mining properties in the U.S. Through partnerships with local brokers, operators and entrepreneurs, RLH invests in properties across a broad range of resource-rich asset classes. To date, RLH has organized and managed two separately funded entities as well as four private equity funds.
Manufactures, markets and distributes vinyl rainware systems
Sold to: Euramax International (Norcross, GA)
Manufacturer of wallboard and wood building components for the manufactured housing and recreational vehicle industries
Sold to: Linsalata Capital Partners (Cleveland, OH)
Provider of in-stock cabinets sold primarily through Lowes and Home Depot
Provided strategic advisory services
Manufactures plumbing products for residential and commercial applications
Acquired: William H. Harvey Manufacturing Co. (Omaha, NE)
Manufacturer of household wood furniture
Sold to: Sauder Woodworking Company (Archbold, OH)
Manufacturer of engineered spacers and sealant systems for insulated windows
Engages in the retail sale of a full-line of lumber and building materials and related products
Sold to: Wolohan Acquisition Co. (Saginaw, MI) in a management buyout