Vestar Capital Partners Completes Acquisition of Woodstream
NEW YORK, NEW YORK – June 1, 2015 – Vestar Capital Partners announced today that it has completed its acquisition of Woodstream, a leading manufacturer and marketer of branded pest and animal control as well as lawn and garden products. Terms were not disclosed. The transaction was previously announced on April 27, 2015.
The Senior Secured Loan Program (SSLP), jointly managed by affiliates of GE Capital and Ares Capital Corporation, provided commitments for the debt financing for the transaction. Kirkland & Ellis LLP acted as the legal advisor to Vestar in this transaction. William Blair & Company, Peter W. Klein, P.A. and Faegre Baker Daniels LLP represented Woodstream in the transaction.
About Woodstream
Woodstream, headquartered in Lititz, Pennsylvania, is a global manufacturer and marketer of a broad portfolio of branded pest control and lawn & garden products, under brands such as Victor®, Terro®, Perky-Pet®, Havahart®, Safer®, Sweeney’s® and Mosquito Magnet®, among others. The company’s products, which have leading market share positions within their respective segments, are sold at more than 100,000 retail locations and to professional pest control providers throughout the United States, Canada, the United Kingdom, and other international markets.
About Vestar Capital Partners
Vestar Capital Partners is a leading U.S. middle-market private equity firm currently managing approximately $5 billion in capital. Specializing in management buyouts and growth capital investments, Vestar invests and collaborates with incumbent management teams and private owners in a creative, flexible and entrepreneurial way to build long-term enterprise value. Vestar has extensive experience investing across a wide variety of industries including Consumer, Healthcare, Diversified Industries, and Financial Services. Since Vestar’s founding in 1988, Vestar funds have completed more than 70 investments in companies with a total value of more than $40 billion. For more information, please visit www.vestarcapital.com.
Media Contacts:
Owen Blicksilver Public Relations
Carol Makovich Jennifer Hurson
(203) 622-4781 (845) 507-0571
[email protected] [email protected]
Press Ganey Announces Closing of Initial Public Offering
BOSTON, Mass., May 27, 2015 – Press Ganey Holdings, Inc. (NYSE: PGND) today announced the closing of its initial public offering of 10,235,000 shares of its common stock at an initial public offering price of $25.00 per share, which includes the exercise in full by the underwriters of their option to purchase up to 1,335,000 additional shares of common stock. The shares began trading on The New York Stock Exchange under the ticker symbol "PGND" on May 21, 2015. All of the shares in the offering were offered by the company.
Barclays Capital Inc. and Goldman, Sachs & Co. acted as lead book-running managers for the offering. William Blair & Company, L.L.C. and Wells Fargo Securities, LLC acted as additional book-runners. Raymond James & Associates, Inc., Robert W. Baird & Co., BMO Capital Markets Corp. and Avondale Partners, LLC acted as co-managers. A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on May 20, 2015. The offering was made only by means of a written prospectus forming part of the effective registration statement. A copy of the final prospectus related to this offering may be obtained by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: (888) 603-5847 or by email at [email protected] or Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at (866) 471-2526, facsimile at (212) 902-9316, or e-mail at [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
Media Contact:
Aria Marketing for Press Ganey
Kristen Berry, 617-332-9999 x238
Investor Contact:
Press Ganey Holdings
Balaji Gandhi, 781-295-0390
Vestar Capital Partners Completes Sale of Big Heart Pet Brands to JM Smucker Company
The J. M. Smucker Company Completes Acquisition of Big Heart Pet Brands
ORRVILLE, Ohio, March 23, 2015 /PRNewswire/ -- The J. M. Smucker Company (NYSE: SJM) ("Company") today announced it has completed the acquisition of Big Heart Pet Brands in a cash and stock transaction valued at approximately $6.0 billion, which includes the assumption of approximately $2.5 billion of net debt that was paid off by the Company at closing. The Company previously announced the signing of a definitive agreement to acquire Big Heart Pet Brands on February 3, 2015.
Big Heart Pet Brands, with nearly 2,500 employees, is a leading producer, distributor, and marketer of premium-quality, branded pet food and pet snacks in the United States. Its portfolio of brands includes Meow Mix®, Milk-Bone®, Kibbles 'n Bits®, 9Lives®, Natural Balance®, Pup-Peroni®, Gravy Train®, Nature's Recipe®, Canine Carry Outs®, and Milo's Kitchen®. In connection with the closing of the transaction, Dave West, who served as the President and Chief Executive Officer of Big Heart Pet Brands, has joined the Company as an executive officer, assuming the role of President, Big Heart Pet Food and Snacks. Mr. West has also been appointed to the Company's Board of Directors.
"We are excited to have completed this transaction, which provides the Company an immediate and significant presence in the large and growing pet food and snacks category," said Richard Smucker,
Chief Executive Officer. "Big Heart Pet Brands markets some of America's best known pet brands and, with a broad product portfolio that includes the leading position in dog snacks, this acquisition is
a great strategic fit. Adding a third platform for growth, along with our existing food and beverage businesses, the transaction increases our center-of-the-store presence with consumers and retailers, while further enhancing shareholder value. We are pleased to welcome the employees of Big Heart Pet Brands into the Smucker family and look forward to working with this talented team to grow the business together."
The Company funded the non-equity portion of the acquisition through the combination of a $1.75 billion bank term loan and $3.65 billion of long-term bonds. Proceeds of the new borrowings were
also used to pay off the Company's $1.1 billion of private placement notes.
Advisors
William Blair & Company, L.L.C. served as financial advisor to the Company and Wachtell, Lipton, Rosen & Katz served as its legal advisor.
About The J. M. Smucker Company
For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of consumer food and beverage products and pet food and pet snacks in North America with annual net sales of approximately $8 billion. In consumer foods and beverages, its brands include Smucker's®, Folgers®, Jif®, Dunkin' Donuts®, Crisco®, Pillsbury®, R.W. Knudsen Family®, Hungry Jack®, Cafe Bustelo®, Martha White®, truRoots®, Sahale Snacks®, Robin Hood®, and Bick's®. In pet food and pet snacks, its brands include Meow Mix®, Milk-Bone®, Kibbles 'n Bits®, Natural Balance®, and 9Lives®. The Company remains rooted in the Basic Beliefs of Quality, People, Ethics, Growth, and Independence established by its founder and namesake more than a century ago. For more information about the Company, visit jmsmucker.com.
ICON Completes Acquisition of MediMedia Pharma Solutions
DUBLIN--(BUSINESS WIRE)-- ICON plc (NASDAQ:ICLR), a global provider of drug development solutions and services to the pharmaceutical, biotechnology and medical device industries, today announced that it has completed the acquisition of MediMedia Pharma Solutions. The acquisition brings ICON new scientific communications capabilities which together with ICON's existing Commercialisation and Outcomes practices, creates the industry's leading integrated market access solution.
Commenting on the completion of the acquisition, ICON Chief Executive Officer, Ciaran Murray, said: "Helping customers establish and communicate the value of their products has become increasingly important as payers look for evidence linking efficacy, value and price. MediMedia deepens the expertise and capabilities of our market-leading commercialisation and outcomes group and brings outstanding scientific and medical communications capabilities. We are delighted to welcome them to the ICON team."
About ICON plc
ICON plc is a global provider of drug development solutions and services to the pharmaceutical, biotechnology and medical device industries. The company specialises in the strategic development, management and analysis of programs that support clinical development - from compound selection to Phase I-IV clinical studies. With headquarters in Dublin, Ireland, ICON currently, operates from 83 locations in 38 countries and has approximately 10,600 employees.
Further information is available at www.iconplc.com.
Big Heart Pet Brands to be Acquired by The J.M. Smucker Company
(SAN FRANCISCO) February 3, 2015 – Big Heart Pet Brands today announced that it has entered into a definitive agreement to be acquired by The J.M. Smucker Company (“Smucker”) (NYSE: SJM), in a cash and stock transaction valued at approximately $5.8 billion. The transaction is expected to close by the end of Big Heart Pet Brands’ current fiscal year, which ends on May 3, 2015, subject to customary closing conditions including receipt of required regulatory approvals.
“We are pleased to join the Smucker Company and their family of iconic brands,” said Dave West, President and Chief Executive Officer of Big Heart Pet Brands. “Given the strong alignment between Big Heart Pet Brands’ and Smucker’s purposes and values, I’m confident that Smucker is a great fit for our brand portfolio. Our sponsor owners have been great partners as we invested in growing our business and capabilities to drive value creation, and our iconic pet food and snack brands have significant growth potential. Smucker will provide the resources and scale to help our brands continue to grow and flourish.”
Big Heart Pet Brands is headquartered in San Francisco, California and is currently owned by a consortium of investors led by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”) and Centerview Capital (“Centerview”).
Big Heart Pet Brands changed its name from Del Monte Corporation following the divestiture of its Consumer Products business and namesake Del Monte brand on February 18, 2014. On March 8, 2011, Del Monte Foods was acquired and taken private by KKR, Vestar and Centerview.
"The teamwork between our private equity partners and the Big Heart Pet Brands management team has grown and strengthened Big Heart Pet Brands’ leadership in the dynamic pet food category," said a senior executive group from KKR, Vestar and Centerview. "Innovation and exciting new products, combined with enhanced support of its flagship brands, has positioned Big Heart Pet Brands for additional success. We owe a depth of gratitude to Dave West and the entire Big Heart Pet Brands team, who have built a best-in-class pet food and snacks company. We're confident that Big Heart Pet Brands can look ahead to continued success in the sector as part of the Smucker family. We look forward to benefiting from this synergistic combination as a meaningful shareholder in Smucker going forward."
Transaction Details
Under the terms of the agreement, Big Heart Pet Brands’ shareholders will receive 17.9 million shares of Smucker common stock and $1.3 billion in cash. Smucker will also refinance $2.6 billion of Big Heart Pet Brands’ debt.
Upon close of the transaction, Dave West will serve as president of Smucker’s new pet food business.
Smucker is a leading marketer and manufacturer of fruit spreads, retail packaged coffee, peanut butter, shortening and oils, ice cream toppings, sweetened condensed milk, and natural foods products in North America. Its family of brands includes Smucker's,® Folgers,® Dunkin' Donuts,® Jif, ® Crisco,® Pillsbury,® Eagle Brand,® R.W. Knudsen Family,® Hungry Jack,® Millstone,® Cafe Bustelo,® Café Pilon,® truRoots,® White Lily,® Martha White,® and Sahale Snacks® in the United States, along with Robin Hood,® Five Roses,® Carnation,® and Bick's® in Canada.
Advisors
Morgan Stanley & Co. and Centerview Partners acted as financial advisors, and Simpson Thacher & Bartlett LLP acted as legal advisor to Big Heart Pet Brands.
ICON to Acquire MediMedia Pharma Solutions
DUBLIN--(BUSINESS WIRE)-- ICON plc (NASDAQ:ICLR), a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries, today announced it has agreed, subject to certain customary closing conditions, to acquire MediMedia Pharma Solutions for a cash consideration of$120 million. MediMedia Pharma Solutions is division of MediMedia USA and is owned by Vestar Capital Partners.
The acquisition strengthens ICON's expertise in scientific communications and market access and, together with ICON's existing Commercialisation and Outcomes practices, creates the industry's leading integrated scientific communications and market access solution.
Headquartered in Yardley, Pennsylvania, MediMedia Pharma Solutions includes MediMedia Managed Markets and Complete Healthcare Communications. MediMedia Managed Markets is a leading provider of strategic payer-validated market access solutions. Complete Healthcare Communications is one of the leading medical and scientific communication agencies working with medical affairs, commercial and brand development teams within life science companies. MediMedia Pharma Solutions has supported hundreds of development launches and in-market products, spanning over 40 therapeutic classes.
Commenting on the acquisition, Ciaran Murray, ICON CEO, said: "The need to demonstrate and communicate the value of new medicines is an important global healthcare trend. Through ICON's market leading commercialisation and outcomes group we are supporting our customers to maximise the value of their new drugs. Our acquisition of MediMedia Pharma Solutions deepens the expertise of this group and brings us outstanding scientific and medical communications capabilities."
Tim Search, President of MediMedia Pharma Solutions, commented, "The combination of the commercial, scientific, and market access expertise of MediMedia Pharma Solutions and ICON creates an unparalleled offering that can inform product investment decisions and establish and communicate product value. With the shift to evidence-based medicine and value-based pricing, we are excited about the expanded expertise and capabilities our relationship with ICON brings to our combined customers."
About ICON plc
ICON plc is a global provider of outsourced development services to the pharmaceutical, biotechnology and medical device industries. The Company specialises in the strategic development, management and analysis of programs that support clinical development - from compound selection to Phase I-IV clinical studies. ICON currently has 10,600 employees, operating from 83 locations in 38 countries.
Further information is available at www.iconplc.com
Tervita Corporation's U.S.-Based Operations to be Acquired by Republic Services
Tervita, LLC's Vertically Integrated Operations to Serve as Platform for Republic Services' Continued Growth in E&P Sector; Tervita Corporation to Focus on its Growing Canadian Operations
PHOENIX, Dec. 19, 2014 /PRNewswire/ -- Republic Services, Inc. (NYSE: RSG) and Calgary, Alberta-based Tervita Corporation announced today that the companies have entered into a definitive agreement whereby a subsidiary of Republic Services will acquire Tervita, LLC ("Tervita"), a subsidiary of Tervita Corporation. Tervita is a leading pure-play environmental waste solutions provider serving oil and natural gas producers in the United States.
Tervita's geographic footprint spans across some of the most attractive domestic basins, including the Permian, Eagle Ford and Bakken. Tervita provides oilfield waste services to its diverse customer base and operates three types of waste management and disposal facilities: treatment, recovery and disposal (TRD) facilities; engineered landfills; and salt water disposal (SWD) injection wells. Additionally, Tervita provides closed loop solids control systems and transportation services.
"The acquisition of this vertically integrated operation allows Republic Services to establish a significant platform in the E&P waste sector and positions us well for future growth opportunities," said Donald W. Slager, president and CEO of Republic Services. "Additionally, Tervita's environmentally committed operations complement our core competency and expertise in waste handling, recovery and disposal."
"Over the last decade we have built a broad U.S. footprint with a strong reputation for high quality services, a deeply experienced employee base and a strong commitment to safety," said Tervita Corporation President & CEO, John W. Gibson, Jr. "As we now focus our strategic efforts on growing our expansive Canadian operations, we believe that Republic Services, a company with high expertise and integrity, is best positioned to realize Tervita's U.S. growth potential."
Tervita, through its approximately 500-person skilled U.S. workforce, has an exceptional track record of safety and regulatory compliance across its entire operational footprint. Tervita is committed to operational best practices and has reinforced its strong reputation as a reliable, high quality service provider.
J.P. Morgan Securities LLC acted as exclusive financial advisor to Republic Services and Goldman, Sachs & Co. acted as exclusive financial advisor to Tervita Corporation on this transaction.
About Tervita Corporation:
Tervita Corporation is a leading North American environmental solutions provider. Its integrated earth, water, waste and resource solutions deliver safe and efficient results through all phases of a project by minimizing impact, maximizing returns.™ More than 3,000 dedicated employees are trusted sustainability partners to oil and gas, construction, mining, government and communities. Safety is its highest priority: it influences its actions and shapes its culture.
About Republic Services:
Republic Services, Inc. is an industry leader in U.S. non-hazardous recycling and solid waste. Through its subsidiaries, Republic's collection companies, transfer stations, recycling centers and landfills focus on providing reliable environmental services and solutions for commercial, industrial, municipal and residential customers. Republic and its employees believe in protecting the planet and applying common sense solutions to customers' waste and recycling challenges. For more information, visit the Republic website at republicservices.com.
Vestar Portfolio Company Institutional Shareholder Services to Acquire Incentive Lab
Rockville, MD (October 16, 2014) – Institutional Shareholder Services Inc. (“ISS”), a leading provider of corporate governance solutions to the global financial community, today announced the acquisition of the business of Incentive Lab, a data and analytics firm developing innovative solutions for addressing the increased complexity and unpredictability of executive compensation.
Established in 2009 and based in Scottsdale, Arizona, Incentive Lab is unique among providers of executive compensation data and analytics, offering detailed and comparable data on incentive awards, full details on performance metrics, goals, and structures, and a host of other data such as vesting schedules and performance periods. Based on this detailed data, Incentive Lab has developed innovative approaches to value and benchmark performance-based compensation, assess the rigor of performance targets, and understand how changes in plan design impact likely award outcomes.
"This acquisition is in keeping with our commitment to clients to expand product offerings and provide innovative solutions that will improve investment decision-making while mitigating portfolio governance risk,” said ISS President & CEO Gary Retelny. "The breadth and depth of Incentive Lab’s compensation data, coupled with its proprietary approach to measuring the efficacy of the link between pay and performance, will be a powerful tool for ISS' institutional investor clients as well as for the corporate clients of ISS’ ICS subsidiary."
ISS will continue to maintain Incentive Lab operations in Scottsdale and will integrate the firm’s solutions into its industry leading research, data, and analytical tools used by investors and corporations. "We look forward to welcoming the highly talented staff of Incentive Lab into the ISS family,” said Retelny.
"This transaction underscores the importance for both corporations and their shareholders in getting compensation right," said Dr. Carr Bettis, founder, chairman and chief scientist of Incentive Lab. "As the market leader in providing corporate governance solutions, ISS is an ideal home to continue Incentive Lab’s innovative work.”
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About ISS
ISS, founded in 1985 as Institutional Shareholder Services Inc., is the world's leading provider of proxy advisory and corporate governance solutions to financial market participants. ISS' services include objective proxy research and analysis, end-to-end proxy voting and distribution solutions, turnkey securities class-action claims management, and reliable governance data and modeling tools. Clients rely on ISS' expertise to help them make informed corporate governance decisions. For more information, please visit www.issgovernance.com.
About Incentive Lab
Incentive Lab is a data and analytics firm created to address the increasing complexity of executive compensation plans. Incentive Lab superior data and essential science provide market-leading expertise in valuing performance-based incentive awards, evaluating the effectiveness of design choices and communicating results. With performance-based compensation now the largest portion of executive pay, Incentive Lab services are helping companies, compensation consultants and others add insight and clarity to executive compensation. For more information, please visit www.incentivelab.com.
Media Contacts (ISS):
Nancy Adler, Head of Marketing & Communications, ISS
212-804-5270
[email protected]
Subodh Mishra, Vice President for Communications, ISS
301-556-0304
[email protected]
21st Century Oncology Received $325 Million Net Cash Proceeds from Preferred Equity Investment
New investor, Canada Pension Plan Investment Board, is Canada’s largest pension fund manager, with C$227 billion in assets under management
• Investment results in substantial deleveraging, stronger liquidity, and significant capital for continued business expansion
• 21st Century Oncology (21C) to use fresh capital to drive integrated cancer care strategy, organic growth and corporate development initiatives
FORT MYERS, FL & NEW YORK, NY, SEPTEMBER 26, 2014 – 21st Century Oncology Holdings, Inc. (“21st Century Oncology” or “the Company”) and Vestar Capital Partners (“Vestar”) today announced that Canada Pension Plan Investment Board (“CPPIB”), Canada’s largest pension fund manager with C$227 billion in assets under management, has made a $325 million equity investment in the Company. The investment provides the Company with substantial incremental liquidity, enables significant debt reduction, and secures the long-term capital necessary to support the Company’s future growth strategy.
Dr. Daniel Dosoretz, Founder and Chief Executive Officer, said, “This new capital provided by CPPIB is a significant equity investment for 21C. CPPIB’s investment is a key partnership in our worldwide leadership of Integrated Cancer Care (ICC) and our ability to achieve sustained organic and acquisitive growth. We are extremely pleased that CPPIB has joined Vestar Capital as a major equity partner, sharing our conviction that we will continue to leverage our unique global platform and execute our long-term business plan.”
Dr. Dosoretz continued, “Importantly, the investment allows us to continue to pursue our ICC and corporate development strategies that have driven the expansion of our business over the past several years. It will significantly enhance our capital structure and give us the resources necessary to continue providing integrated cancer care, improve the quality of care, and deliver that care at compelling value to our expanding patient population throughout North America and Latin America. Our business continues to perform well, with strong organic trends and growth contributions from the acquisitions of OnCure and SFRO. We expect to continue to build on our second quarter momentum as we move through the second half of 2014, delivering academic quality care to patients, improving census and executing our growth strategy.”
Scott Lawrence, Managing Director, Head of Relationship Investments, CPPIB, said, “We are pleased to become a cornerstone investor in 21C, and we look forward to a strong partnership with senior management and Vestar Capital. This investment is aligned with our goals of providing strategic, longterm capital to industry leading businesses where we can participate in their future success and help create greater value through an ongoing partnership.”
Rob Rosner, Chairman of the Board of 21C and Co-President of Vestar Capital, noted, “The CPPIB investment supports Vestar’s long-term thesis that 21C is the preeminent platform for integrated cancer care and provides academic quality care in comfortable, convenient and integrated settings. We look forward to our partnership with CPPIB in fulfilling the Company’s mission and reaching its full business potential.”
The net proceeds of the investment will be used to repay all outstanding borrowings under the Company’s revolving credit facility of approximately $79.5 million, repay all obligations under the South Florida Radiation Oncology (SFRO) credit facilities of approximately $84.5 million, repay certain other debt and capital leases, fund strategic initiatives, and provide working capital for general corporate purposes. As a result of the CPPIB investment, the recapitalization support agreement that the Company entered into in July has terminated in accordance with its terms. The Company’s senior subordinated notes will remain outstanding and unmodified. Following the repayments of debt identified for repayment, the Company expects to have approximately $80 million of the net cash proceeds on hand.
Pursuant to the terms of the investment, CPPIB will receive shares of the Series A Convertible Preferred Stock and will have the right to nominate two directors for appointment to 21C’s Board of Directors. The holders of a majority of the outstanding preferred stock will have customary consent rights and will be entitled to vote together with the holders of the Company’s common stock on an as converted basis under certain circumstances.
A detailed Form 8-K filing that includes the specifics of the new preferred stock and related documentation is available on the U.S. Securities and Exchange Commission (SEC) website,
www.sec.gov.
Civitas Solutions, Inc. (a/k/a National Mentor Holdings) Announces Pricing of Initial Public Offering
Released by Civitas: 09/16/2014
BOSTON--(BUSINESS WIRE)--Civitas Solutions, Inc. (“Civitas” or the “Company”) announced today that it has priced the underwritten initial public offering of 11,700,000 shares of its common stock at a price to the public of $17.00 per share. In connection with the offering, Civitas has granted the underwriters a 30-day option to purchase up to an additional 1,755,000 shares. The shares are expected to begin trading on the New York Stock Exchange beginning on September 17, 2014 and will trade under the symbol “CIVI.” The offering is expected to close on September 22, 2014.
Civitas expects to receive proceeds from this offering, after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company, of approximately $182.2 million. Civitas intends to use the proceeds from this offering, together with cash on hand, to (i) redeem $162.0 million in aggregate principal amount of the senior notes issued by National Mentor Holdings, Inc. at a redemption price of 106.25% plus accrued and unpaid interest thereon to the date of redemption and (ii) pay a transaction advisory fee to its equity sponsor under a management agreement that will terminate upon completion of the offering.
Barclays Capital Inc., BofA Merrill Lynch and UBS Securities LLC are serving as representatives of the underwriters and joint book-running managers for the offering. Raymond James & Associates, Inc., SunTrust Robinson Humphrey, Inc., BMO Capital Markets Corp. and Avondale Partners, LLC are acting as co-managers.