Mergers & Acquisitions

Customized Solutions. Superior Execution.
Unparalleled Results.

Western Reserve’s professionals have directly executed more than 270 mergers and acquisitions transactions collectively worth over $20 billion.  Each engagement is tailored to our client’s specific objectives and relevant market dynamics.  Thoughtful advice, keen market insight and well-crafted transaction processes have resulted in 85% of our sell-side engagements closing at valuation ranges that meet or exceed expectations.

Western Reserve’s mergers and acquisitions advisory services include:

  • Sales of private and public companies
  • Divestitures of non-core assets or business units
  • Acquisitions
  • Mergers, joint ventures and strategic partnerships
  • Operating partnership (“O.P.”) unit exchanges

In each assignment, Western Reserve analyzes all aspects of the business in order to provide the most informed representation.  We then work with our client to tailor an appropriate transaction strategy, be it a targeted process or broad auction.  Our affiliation with M&A International Inc. provides us with direct access to international buyers, sellers and investors through a network of over 500 professionals operating in 41 countries.

We work closely with our client to select the appropriate buyer or acquisition target and negotiate the basic transaction parameters.  Our efforts complement those of our clients’ lawyers, accountants, consultants or other advisors in the preparation of the definitive purchase agreement and other closing documentation.  We believe that when closing a transaction, “the devil is in the details” (e.g. representations and warranties; indemnification caps, baskets and survivals periods; and working capital adjustments), and we pride ourselves on our ability to effectively identify and negotiate these points.

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Recent mergers & acquisitions transactions

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    Hanford Pharmaceuticals (cephalosporin finishing facility)

    Western Reserve acted as exclusive financial advisor to the G.C. Hanford Manufacturing Co. (d/b/a Hanford Pharmaceuticals) in the divestiture of its cephalosporin finishing facility to Steri-Pharma LLC.

    Founded by George C. Hanford in 1846 and based in Syracuse, New York, Hanford Pharmaceuticals is the only U.S.-based independent contract antibiotic finisher, specializing in the sterile filling of injectable antibiotics. The company also fills proprietary veterinary products and provides ancillary product development and support services for its customers.

    Western Reserve was engaged by the Board of Directors to assist them in exploring strategic alternatives that would strengthen Hanford’s financial position and achieve long-term value for the business and shareholders.  After several rounds of preliminary discussions with certain strategic parties, the Company elected to pursue a sale of its cephalosporin finishing facility to Steri-Pharma LLC, a Paramus, New Jersey-based sterile pharmaceutical finisher.  Steri-Pharma is a subsidiary of ACS Dobfar spa, a top five producer and exporter of bulk cephalosporins and penicillins.  Proceeds from the divestiture were used to pay down Hanford’s debt and reinvest in the remaining business.

    George W. Hanford, Chief Executive Officer of Hanford, said, “Western Reserve did an outstanding job of evaluating our alternatives and advising us through all stages of the transaction.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    Gallo Displays, Inc.

    Western Reserve acted as exclusive financial advisor to Gallo Displays, Inc. in its sale to CapitalWorks LLC.

    Gallo, founded in 1929 by the Gallo family and based in Cuyahoga Heights, Ohio, is a leading provider of customized tradeshow solutions, including the design, production, installation and servicing of 3-dimensional tradeshow exhibits.  With a distinguished track record of delivering innovative designs, exceptional project management and best-in-class customer service, Gallo has become the exhibit producer of choice in the healthcare industry.  In 1996, the Gallo family converted the company into an Employee Share Option Plan (“ESOP”).

    Gallo’s Board of Directors elected to explore strategic alternatives as the company’s senior management team was entering a transition phase.  Given Gallo’s ESOP status, Western Reserve thoroughly cleared the financial and strategic buyer markets and worked closely with the company’s outside ESOP Trustee to ensure that Gallo employees received fair market value for their equity ownership.

    Gallo was acquired by CapitalWorks in August 2008.  CapitalWorks is a Cleveland, Ohio based private equity firm focused on acquiring small middle-market companies where their industry experience and professional network provide strategic advantages.

     Gallo Chief Executive Officer Cathy André said, “The Western Reserve team did an excellent job of advising our board of directors through this complex transaction and ensuring that we delivered significant value to our shareholders.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

     

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    LESCO Inc.

    Western Reserve acted as financial advisor to LESCO, Inc. (NASDAQ: LSCO) in its sale to Deere & Company (NYSE: DE).  This transaction represented the firm’s second engagement by LESCO, as Western Reserve advised the company in its 2005 divestiture of its manufacturing and distribution operations to Platinum Equity Partners, LLC.

    Headquartered in Cleveland, Ohio, LESCO is a leading provider of products for the professional green and pest control industries. At the time of the transaction, LESCO served customers worldwide through more than 345 LESCO Service Center® locations, 114 LESCO Stores-on-Wheels® vehicles and other direct sales efforts. Its customers included golf courses, athletic fields and professional lawn care companies that maintain landscapes around apartments, office complexes, government buildings, cemeteries and private homes.

    Following the divestiture of its manufacturing and distribution operations, LESCO continued to rely on Western Reserve for periodic counsel regarding the company’s strategic alternatives.  One such alternative was the sale of the company to a strategic buyer, and Western Reserve worked closely with management to drive value for LESCO’s shareholders through a detailed analysis of the synergistic fit and financial impact of combining the company with several of the most likely strategic buyers.

    LESCO was acquired by Deere in May 2007.  Headquartered in Moline, Illinois, Deere is the world’s leading provider of advanced products and services for agriculture and forestry and a major provider of advanced products and services for construction, lawn and turf care, landscaping and irrigation.  LESCO was combined with Deere’s John Deere Landscapes division, significantly increasing the volume of consumable products sold by the division, expanding the customer base for both LESCO and John Deere Landscapes and complementing Deere’s work in the Golf & Turf One Source business, which focuses on bringing total solutions to those who maintain golf course properties.

    LESCO President and Chief Executive Officer Jeffrey Rutherford said, “The Western Reserve team did an outstanding job in advising LESCO’s senior management and Board of Directors in our strategic alternatives over the past three years. Their keen understanding of our business model and knowledge of our industry set the stage for this important milestone in LESCO’s history. The team at Western Reserve was with us every step of the way, contributing significantly to the success of this transaction.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    Astor & Black Custom Clothiers, Ltd.

    Western Reserve served as the exclusive financial advisor to Astor & Black Custom Clothiers, Ltd. in its recapitalization by Castanea Partners.

    Founded in 2004 by CEO David Schottenstein, Astor & Black is a leading purveyor of finely tailored custom clothes, including fully-canvassed, handmade suits, shirts and casual apparel.  The company, based in Columbus, Ohio, utilizes its network of professional clothiers and cutting-edge internet technologies to offer unparalleled product quality, customer service and price points relative to those offered by conventional department store brands and shop-owner tailors.  Astor & Black counts high profile business executives, professional athletes and celebrities among its customers and is the official clothier of Bentley Motors.

    Mr. Schottenstein sought to bring on a private equity investor to both achieve partial liquidity and partner with an experienced operator of luxury apparel companies to help develop and execute the company’s growth plans.  Through a competitive, yet highly confidential process, Western Reserve introduced Astor & Black to a range of financial partners and managed the marketing and transaction negotiation processes.

    Astor & Black was recapitalized by Castanea in March 2011. Castanea Partners, headquartered in Boston, Massachusetts, is a private equity firm that owns branded consumer product companies such as Betsey Johnson, Ippolita, Urban Decay and Donald Pliner, among others.

    Mr. Schottenstein said, “Western Reserve’s team provided an incredible amount of insight and assistance throughout this process.  Their team members were helpful, responsive and ensured that we achieved the desired result.  Matching us with a sterling firm like Castanea will enable us to continue our rapid growth.  I could not have been more pleased.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    Bronx International Inc.

    Western Reserve acted as exclusive financial advisor to Bronx International Inc. in its sale to the Fives Group.

    Headquartered in North Canton, Ohio, Bronx is comprised of two distinct businesses: 1) Bronx / Bronx Taylor Wilson, which produces equipment that straightens, finishes or tests pipes, bars and tubes (notably seamless tubes) and 2) Abbey, which produces Electrical Welding (ERW) tube and pipe mills that are used to produce tubular welded products.

    Widely recognized for its unmatched experience and technologies, the company offers its customers state-of-the-art design and engineering, project management, global procurement, field service, installation and turnkey solutions.  Bronx’s direct customers are steel and non-ferrous bar, pipe and tube producers within the steel sector, which include large blue-chip industrial groups. End-users of the company’s products belong to a large base of various industries, including oil and gas, high speed rail and energy transportation.  Bronx boasts a consistent record of product innovation, engineering leadership, reliable quality and the largest base of installations for its products in the industry.

    Bronx’s shareholders elected to explore a sale of the company to achieve liquidity and retained Western Reserve as its exclusive investment banker to assist in the process.  Western Reserve confidentially introduced Bronx to a range of financial and strategic buyers and assisted the company in navigating a series of issues and negotiating key transaction terms.

    Bronx was acquired by Fives in November 2010.  Headquartered in Paris, France, Fives is an industrial engineering group that designs and supplies process equipment, production lines and turnkey plants for the world’s largest industrial groups in the aluminum, steel, glass, automotive & logistics, cement, energy and sugar sectors. With over EU1.0 billion in sales, more than 5,500 employees on six continents and located in nearly thirty countries, Fives is known for its technological expertise and competence in executing large-scale international projects. The cross-border transaction was completed on an accelerated time frame, resulting in a successful outcome for the Company’s shareholders, and the expansion of Five’s metal finishing offerings and end-markets.

    Richard Jeschelnig, President and Chief Executive Officer of Bronx said, “The team at Western Reserve did an outstanding job in advising us throughout all phases of this process.  Western Reserve’s keen understanding of the capital equipment business, our business model and the competitive landscape, together with their expertise and perseverance in guiding us through myriad issues, as well as ability to access international opportunities, were essential in delivering superior value to our shareholders. This combination with Fives represents the best strategic outcome for our company and its owners.” 

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    Excel Mining Systems, Inc.

    Western Reserve represented Excel Mining Systems, Inc. in its sale to SPG Partners, LLC.

    Founded in 1991 by Bruce Cassidy, President, Chief Executive Officer and majority owner, Excel is the leading producer and manufacturer of roof bolts and related roof support control products to the U.S. underground coal mining industry.  Headquartered in Bowerston, Ohio, Excel has six manufacturing sites: Bowerston, Cadiz and Proctorville, Ohio; Grundy, Virginia; Marion, Illinois; and Clearfield, Utah.  Roof bolts and related products are essential to the safe and productive underground mining of coal.

    Management decided to explore the sale of the company to allow shareholders to achieve liquidity while ensuring new ownership supportive of Excel’s growth strategy.  Excel retained Western Reserve as its exclusive investment banker to assist in exploring its options, and through a highly confidential but competitive process, Western Reserve introduced Excel to a select group of buyers, assisted in negotiating the transaction price and helped draft the purchase agreement.

    Excel was acquired by SPG in October 2006.  Based in New York, New York, SPG is a private equity firm that leverages the expertise of its exclusive Operating Partners, who are seasoned industry executives.  CitiGroup Private Equity was a significant co-investor in the transaction, along with key members of Excel’s senior management team.

    Mr. Cassidy said, “The team at Western Reserve did a terrific job in putting us together with SPG and then working through the many details of the transaction.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    PECO II, Inc.

    Western Reserve acted as exclusive financial advisor to PECO II, Inc. (NASDAQ: PIII) in its sale to Lineage Power Holdings, Inc., a portfolio company of The Gores Group. Western Reserve also rendered a fairness opinion to PECO II’s Board of Directors in connection with the transaction.

    PECO II, headquartered in Galion, Ohio, provides engineering and on-site installation services and designs, manufactures and markets communications power systems and power distribution equipment. As the largest independent full-service provider of telecommunications power systems, PECO II provides total power quality and reliability solutions and supports the power infrastructure needs of communications service providers in the local exchange, long-distance, wireless, broadband and Internet markets.

    PECO II’s senior management and Board of Directors engaged Western Reserve to advise the company on strategic alternatives aimed at maximizing shareholder value. Western Reserve introduced PECO II to numerous financial and strategic buyers (including Lineage), facilitated a competitive bidding process, negotiated the transaction and rendered a fairness opinion to PECO II’s Board of Directors. The transaction represented a 51% premium over the company’s closing share price the day before announcement.

    PECO II was acquired by Lineage in April 2010. Headquartered in Plano, Texas, Lineage, traces its heritage of patented innovation to AT&T, Bell Labs, Lucent Technologies and Western Electric. Lineage delivers reliable and intelligent power conversion solutions with energy-efficient AC-DC power supplies, DC-DC board-mounted power modules, telecom energy systems and custom power products backed by local field expertise in more than 25 locations worldwide. The Gores Group, headquartered in Los Angeles, California, is a leading private equity firm focused on acquiring controlling interests in mature and growing businesses that can benefit from the firm’s operating experience and flexible capital base.

    John Heindel, Chief Executive Officer of PECO II, said, “The team at Western Reserve did an outstanding job in advising PECO’s senior management and Board of Directors as to our strategic alternatives. The combination with Lineage represents the best strategic outcome for all of our stakeholders. Western Reserve’s keen understanding of our business model and competitive landscape, together with their expertise and perseverance in maintaining a competitive process in a very difficult M&A environment, were essential in delivering superior value to our shareholders.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    Avtron Manufacturing, Inc.

    Western Reserve acted as exclusive financial advisor to Avtron Manufacturing, Inc. in its recapitalization by Morgenthaler Partners.

    Avtron, headquartered in Independence, Ohio, designs, engineers and manufactures highly technical electrical control and test equipment for several industries including aerospace, metals, mining, pulp and paper and alternative energy.  The Company operates in three divisions: Aerospace, Industrial Automation and Load Banks.  The Aerospace Division manufactures test equipment for airplane components.  The Industrial Automation Division manufactures encoders and industrial automation systems used in various manufacturing and heavy industrial applications.  The Load Bank Division manufactures equipment to test back-up power generators and alternative energy sources.

    The shareholders of Avtron engaged Western Reserve as its exclusive investment banker to assist in exploring the sale of the company to achieve liquidity and initiate a succession plan for senior management.  Western Reserve introduced Avtron to a select group of buyers, assisted in negotiating the terms and conditions of the deal and helped draft the definitive purchase agreement.

    Avtron was recapitalized by Morgenthaler in November 2007.  Based in Cleveland, Ohio, Morgenthaler is a private equity firm specializing in middle market investments.  Through a complex deal structure, which maximized the value paid to shareholders, Avtron created three separate LLCs that were subsequently acquired by Morgenthaler Partners.  The shareholders of Avtron reinvested, side-by-side, with Morgenthaler to retain a significant ownership interest in the company and share in the economic benefit of the company’s future growth potential.  They continue to manage the business.

    Bob Fritz, President and Chief Executive Officer of Avtron, said, “Western Reserve went beyond my concept of what was included in marketing a company.  During crucial stages in the deal process, Western Reserve not only advised us on what needed to be done, but stepped in and did it.”

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    Giltz & Associates

    Western Reserve acted as exclusive financial advisor to Giltz & Associates Inc. in an Operating Partner (“O.P.”) Unit Exchange with Cedar Shopping Centers, Inc. (NYSE:CDR).

    Giltz, based in North Canton, Ohio, develops, acquires, leases and manages retail and residential real estate throughout the Eastern U.S.  Giltz sought to exchange 28 properties for cash and O.P. units and consummated a transaction with Cedar Shopping Centers in April 2005.  Cedar is a self-managed real estate investment trust focused on supermarket-anchored shopping centers and drug store-anchored convenience centers located predominantly in the Northeast U.S.

    The transaction was valued at approximately $130 million. In addition to the property exchange, Cedar agreed to purchase future Giltz developments based on a Future Property Purchase Agreement, and Giltz continued to manage the exchanged properties for Cedar.  The transaction provided Giltz with liquidity, tenant and geographic diversification, price appreciation and an income stream from management fees and quarterly REIT dividends. Western Reserve also helped close a loan collateralized by the O.P. units, providing a line of credit for future development.  By accepting O.P. units, Giltz was able to defer tax liabilities and capital gains associated with the sale.

    Harry Giltz, Chairman of Giltz, said, “The Western Reserve team was very creative in their approach, identifying and utilizing all the appropriate deal elements to address our needs. We appreciate their hard work on our behalf.”

    In June 2007, Western Reserve acted as exclusive financial advisor to Giltz in its formation of a commercial real estate joint venture with Harbert Management Corporation.

    . . .

    The testimonials presented are applicable to the individuals depicted and may not be representative of the experience of others.  The testimonials are not paid and are not indicative of future performance or success.

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    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.