Donnelley Financial Solutions Weekly Private Equity Report

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www.dfsco.com Deals in the Market February 27, 2017 Target Bidder(s) Deal Description Deal Value Gardner Denver Milwaukee, WI-based maker of industrial machinery Potential IPO KKR & Co purchased Gardner Denver in 2013 for $3.9 million Gardner Denver is preparing for an IPO and could register its IPO with the SEC as early as next week. (Pro Rata) $7B potential valuation including debt West Corporation listed Omaha, NE-based technology- enabled communication services provider, backed by New York, NY- based PE firm Quadrangle Group LLC and Boston, MA-based PE firm Thomas H Lee Partners LP who continue to own respective 4.5% and 22% stakes BC Partners UK-based PE firm; Platinum Equity Los Angeles, CA- based PE firm; Apollo Global Management BC Partners and Platinum Equity are among the financial sponsors that have studied West as the company reviews strategic alternatives. Apollo has also been around the situation. Some financial sponsors are interested in carving out West’s safety services unit and are not interested in taking the whole company private. (Mergermarket) $5B reported enterprise value of West -$2.04B m cap -$2.29B tot rev -$638.5M EBITDA Securus Technologies Inc Dallas, TX-based civil and criminal justice technology solutions provider, backed by Boston, MA-based PE firm ABRY Partners LLC since 2013 when it acquired Securus for $640 million Platinum Equity LLC Los Angeles, CA-based PE firm; and Los Angeles, CA-based PE/VC firm Leonard Green & Partners LP Securus Technologies has held management presentations with prospective suitors working with Deutsche Bank and BNP Paribas on a potential sale. Securus generates approximately $175 million of EBITDA and could be valued at 9X that amount. Deutsche and BNP are offering staple financing packages with total leverage of up to 6X EBITDA. Leonard Green and Platinum Equity are among the PE firms that have been circling the asset. (Mergermarket) $1.66B potential valuation of Securus Technologies at high end EverPower Wind Holdings Inc Pittsburgh, PA-based utility scale wind projects developer, backed by UK-based PE firm Terra Firma Capital Partners Limited Not Listed Terra Firma has hired Barclays and KeyBanc to find a buyer for EverPower Wind. (Pro Rata) ~$1.5B potential valuation of EverPower including debt International Deals in the Market Target Bidder(s) Deal Description Deal Value STADA Arzneimittel Aktiengesellschaft listed German pharmaceutical company Boston, MA-based PE/VC firm Advent International Corporation; Bain Capital; and UK- based PE firm Cinven Partners LLP Advent made a legally binding €3.6 billion takeover offer for Stada, giving its management until today to respond. The offer, which was not extended to shareholders directly, is for €58 per share in cash plus the dividend for 2016. Previous expressions of interest in Stada went as high as €58 per share, but they have been non-binding. (peHUB) $3.8B (€3.6B) potential deal value -$3.80B m cap -$2.25B tot rev -$436M EBITDA GE Water Technologies Inc Canadian water technologies business, owned by listed Fairfield, CT-based industrial conglomerate General Electric Company (GE) Bain Capital; New York, NY-based PE firm Clayton Dubilier & Rice Inc; New York, NY-based PE/VC firm Warburg Pincus LLC; and listed French multi-utilities company Suez SA Suez confirmed it is considering a bid for General Electric’s water technology business. Final-round bids for the unit are due early next month. The unit is being shopped by Citigroup and Goldman Sachs. Warburg Pincus, Bain Capital and Clayton Dubilier & Rice have been reported as looking at the unit. (Mergermarket) $3.2B potential valuation of GE Water Technologies Elenia Group Finnish electricity distribution company backed by Goldman Sachs Infrastructure Partners and listed UK-based Pe/VC firm 3i Infrastructure Not Listed Goldman Sachs and 3i Infrastructure could begin the sale of Elenia in 2H17. Previous reports gave Elenia an enterprise value of between €2 billion and €2.5 billion. Citi is working as the sell-side adviser. Elenia reported 2015 EBITDA of €152.2 million and revenue of €282.3 million. (Mergermarket) $2.6B (€2.5B) potential enterprise value of Elenia at high end

Transcript of Donnelley Financial Solutions Weekly Private Equity Report

Page 1: Donnelley Financial Solutions Weekly Private Equity Report

www.dfsco.com

Deals in the Market

February 27, 2017

Target Bidder(s) Deal Description Deal Value Gardner Denver Milwaukee, WI-based maker of industrial machinery Potential IPO

KKR & Co purchased Gardner Denver in 2013 for $3.9 million

Gardner Denver is preparing for an IPO and could register its IPO with the SEC as early as next week. (Pro Rata)

$7B potential valuation including debt

West Corporation listed Omaha, NE-based technology-enabled communication services provider, backed by New York, NY-based PE firm Quadrangle Group LLC and Boston, MA-based PE firm Thomas H Lee Partners LP who continue to own respective 4.5% and 22% stakes

BC Partners UK-based PE firm; Platinum Equity Los Angeles, CA-based PE firm; Apollo Global Management

BC Partners and Platinum Equity are among the financial sponsors that have studied West as the company reviews strategic alternatives. Apollo has also been around the situation. Some financial sponsors are interested in carving out West’s safety services unit and are not interested in taking the whole company private. (Mergermarket)

$5B reported enterprise value of West -$2.04B m cap -$2.29B tot rev -$638.5M EBITDA

Securus Technologies Inc Dallas, TX-based civil and criminal justice technology solutions provider, backed by Boston, MA-based PE firm ABRY Partners LLC since 2013 when it acquired Securus for $640 million

Platinum Equity LLC Los Angeles, CA-based PE firm; and Los Angeles, CA-based PE/VC firm Leonard Green & Partners LP

Securus Technologies has held management presentations with prospective suitors working with Deutsche Bank and BNP Paribas on a potential sale. Securus generates approximately $175 million of EBITDA and could be valued at 9X that amount. Deutsche and BNP are offering staple financing packages with total leverage of up to 6X EBITDA. Leonard Green and Platinum Equity are among the PE firms that have been circling the asset. (Mergermarket)

$1.66B potential valuation of Securus Technologies at high end

EverPower Wind Holdings Inc Pittsburgh, PA-based utility scale wind projects developer, backed by UK-based PE firm Terra Firma Capital Partners Limited

Not Listed

Terra Firma has hired Barclays and KeyBanc to find a buyer for EverPower Wind. (Pro Rata)

~$1.5B potential valuation of EverPower including debt

International Deals in the Market

Target Bidder(s) Deal Description Deal Value STADA Arzneimittel Aktiengesellschaft listed German pharmaceutical company

Boston, MA-based PE/VC firm Advent International Corporation; Bain Capital; and UK-based PE firm Cinven Partners LLP

Advent made a legally binding €3.6 billion takeover offer for Stada, giving its management until today to respond. The offer, which was not extended to shareholders directly, is for €58 per share in cash plus the dividend for 2016. Previous expressions of interest in Stada went as high as €58 per share, but they have been non-binding. (peHUB)

$3.8B (€3.6B) potential deal value -$3.80B m cap -$2.25B tot rev -$436M EBITDA

GE Water Technologies Inc Canadian water technologies business, owned by listed Fairfield, CT-based industrial conglomerate General Electric Company (GE)

Bain Capital; New York, NY-based PE firm Clayton Dubilier & Rice Inc; New York, NY-based PE/VC firm Warburg Pincus LLC; and listed French multi-utilities company Suez SA

Suez confirmed it is considering a bid for General Electric’s water technology business. Final-round bids for the unit are due early next month. The unit is being shopped by Citigroup and Goldman Sachs. Warburg Pincus, Bain Capital and Clayton Dubilier & Rice have been reported as looking at the unit. (Mergermarket)

$3.2B potential valuation of GE Water Technologies

Elenia Group Finnish electricity distribution company backed by Goldman Sachs Infrastructure Partners and listed UK-based Pe/VC firm 3i Infrastructure

Not Listed

Goldman Sachs and 3i Infrastructure could begin the sale of Elenia in 2H17. Previous reports gave Elenia an enterprise value of between €2 billion and €2.5 billion. Citi is working as the sell-side adviser. Elenia reported 2015 EBITDA of €152.2 million and revenue of €282.3 million. (Mergermarket)

$2.6B (€2.5B) potential enterprise value of Elenia at high end

Page 2: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Target Bidder(s) Deal Description Deal Value Officeworks Ltd Australian office supply retailer and supplier, owned by listed Australian hypermarket and super center company Wesfarmers Limited OfficeMax Australia Limited Australian stationary and office supplier, owned by listed Boca Raton, FL-based office products and services supplier Office Depot Inc Staples Australia Pty Limited Australian office products distributor

KKR & Co; and unidentified private equity firms

Private equity firms are considering potential merger scenarios for Officeworks, OfficeMax and Staples Australia. Gresham and Macquarie Capital are advising Wesfarmers on the sale of Officeworks. Morgan Stanley is marketing Staples Australia and Goldman Sachs is advising Office Depot on the sale of OfficeMax. KKR was named as one of the private equity firms interested. (Mergermarket)

>$2.3B reported potential revenue of merged company

Allfunds Bank SA Spanish intermediation and investment services provider, owned by listed Spanish diversified bank Banco Santander SA and listed Italian diversified bank Intesa Sanpaolo SpA

Consortium of Bain Capital, Boston, MA-based PE/VC firm Advent International Corporation and Singaporean sovereign wealth fund Temasek Holdings (Private) Limited; consortium of UK-based PE firm Permira Advisers Ltd and Canadian pension fund management firm Public Sector Pension Investment Board (PSP Investments); consortium of San Francisco, CA-based PE firm Hellman & Friedman LLC and Singaporean sovereign wealth fund GIC Pte Ltd; and listed Chinese information technology (IT), financial services, modern services company Legend Holdings Corporation

Legend Holdings and three groups of private equity funds are putting together rival bids for Allfunds Bank. A deal could be worth close to €2 billion. A consortium of Bain Capital, Advent and Temasek is vying against two other private equity consortia led by Permira and Hellman & Friedman, respectively. Permira has formed an alliance with PSP Investments, while Hellman & Friedman is bidding together with GIC. Allfunds’ pro-forma EBITDA is said to be €117 million. (peHUB)

~$2.1B (€2B) potential deal value

Brussels Airport Company SA/NV Belgian airport operator, backed by Canadian PE firm Ontario Teachers' Pension Plan and UK-based investment arm Macquarie Infrastructure and Real Assets (Europe) Limited

Not Listed

Macquarie Infrastructure and Ontario Teachers' Pension Plan are considering a sale process for Brussels airport, in which they hold a combined 75% ownership stake. Macquarie has hired JPMorgan to oversee the sale of its stake. (Pro Rata/Mergermarket)

$548M total revenue of Brussels Airport in 2015 per S&P

Zip Industries Australian manufacturer of water dispensing business, backed by Australian PE firm Quadrant Private Equity Pty Limited

Unidentified private equity firm; Miele Inc Princeton, NJ-based home appliances and professional products provider; Chinese household appliances company Tcl Delonghi Home Appliances (Zhongshan) Co Ltd; German technology and services provider Robert Bosch GmbH; listed Milwaukee, WI-based residential and commercial gas manufacturer AO Smith Corporation

At least one private equity group and at least two trade bidders are rumored to be interested in acquiring Zip. Possible bidders include Miele, DeLonghi, Bosch and AO Smith. Deutsche Bank is said to be advising the unidentified private equity bidder. Zip is also considering an IPO on the ASX. (Mergermarket)

~$501M potential sale price

Coin SpA department stores of Gruppo Coin Italian retailing group backed by UK-based private equity firm BC Partners

Not Listed

Gruppo Coin is selling its department stores Coin and the company is said to have attracted industrial groups, mainly from the Far East and China. (Mergermarket)

$423M (€400M) Coin’s revenue

Page 3: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Target Bidder(s) Deal Description Deal Value Jardines del Tiempo SA de CV (AKA Gayosso) Mexican funeral services provider, backed by Boston, MA-based PE/VC firm Advent International Corporation since 2007

Not Listed

Advent is rumored to be looking for an adviser for a possible sale of Gayosso. Earlier reports mentioned a possible IPO for Gayosso. (Mergermarket)

$317M price paid for by Advent to acquire Jardines in 2007

UK Power Reserve Ltd (UKPR) UK-based reserve power company backed by UK-based PE firms Equistone Partners Europe and Inflexion Partners since 2015

Not Listed

Equistone and Inflexion have appointed RBC to manage the sale of UK Power Reserve. The company targets EBITDA of £40 million to £50 million over the next two to three years. (Mergermarket)

>$100M potential sale price

ITRS Group Ltd UK-based financial software analytics vendor majority-owned by The Carlyle Group since 2011

Not Listed

Carlyle has appointed William Blair to handle the sale of ITRS. The sale process is expected to start in 2Q17. ITRS has £20 million to £25 million run-rate revenue for the financial year ending March 2017, with a run-rate EBITDA of around £8 million. The company will likely be valued at around 9X to 10X EBITDA, although sell-side expectations are likely to be well into the double-digits. (Mergermarket)

$100M (£80M) potential sale price

Updates on Announced Deals

Target Investor(s) Update Description Advisor(s) Deal Value Nothing significant to report for week ending February 27, 2017.

Newly Announced Deals

Target Investor(s) Deal Description Advisor(s) Deal Value Globe Energy Services LLC Snyder, TX-based oilfield services company Light Tower Rentals Inc Odessa, TX-based industrial rental equipment and services provider

Clearlake Capital Group LP Santa Monica, CA-based PE firm

Clearlake Capital acquired Globe Energy Services and Light Tower Rentals for an undisclosed sum. The two companies will be combined and operate as GlobeLTR Energy. (Fortune’s Term Sheet)

Vinson & Elkins (L) advised Clearlake Capital.

$2.97B total revenue of Globe Energy Services per S&P

Lumos Networks Corp listed Waynesboro, VA-based fiber-based bandwidth infrastructure and service provider Take Private

EQT Partners AB Swedish PE/VC firm

EQT Infrastructure agreed to acquire Lumos Networks for $18.00 per share, or an enterprise value of $950 million. The share price is a premium of 18.2% to the closing price of $15.23 on 2/17/17. The acquisition will give EQT a platform to build a larger telecommunications firm. Completion of the transaction is subject to shareholder approval, regulatory approval and other customary closing conditions. The acquisition is expected to be completed during 3Q17. (Mergermarket)

Morgan Stanley & Co LLC (F), Morgan Lewis & Bockius LLP (L) and Simpson Thacher & Bartlett LLP (L) advised EQT. UBS Investment Bank Americas (F), Wells Fargo Securities LLC (F), Lawler Metzger Keeney & Logan LLC (L) and Troutman Sanders LLP (L) advised Lumos Networks.

$950M deal value -$417M M Cap -$206.9M tot rev -$84.2M EBITDA

Page 4: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Target Investor(s) Deal Description Advisor(s) Deal Value Pexco LLC Atlanta, GA-based specialty plastics manufacturer, backed by New York, NY-based PE firm Odyssey Investment Partners LLC since 2012

Kohlberg & Company LLC Mount Kisco, NY-based PE firm

Kohlberg & Co agreed to acquire Pexco for an undisclosed sum. Kohlberg intends to merge Pexco with its portfolio business, Longview, TX-based PPC Industries. (Mergermarket)

Undisclosed

$387M Pexco’s revenue per S&P

Quick International Courier Inc New York, NY-based priority shipping and logistics services provider Recapitalization

The Jordan Company LP New York, NY-based PE firm

The Jordan Company has agreed to recapitalize Quick International Courier for an undisclosed sum. (peHUB)

Undisclosed

$287M average investment made by The Jordan Company per S&P

San Mateo Midstream LLC US-based joint venture used to operate and expand midstream facilities and systems in the Delaware Basin Joint Venture

Consortium of Five Point Capital Partners The Woodlands, TX-based PE firm and listed Dallas, TX-based independent energy company Matador Resources Company

Five Point Capital formed a joint venture with Matador Resources to operate and expand midstream facilities and systems in the Delaware Basin. Five Point and Matador own 49% and 51%, respectively, of the joint venture, called San Mateo Midstream. Five Point made an initial investment of $176.4 million in the joint venture. Matador received nearly $171.5 million of that investment as a special distribution. Matador contributed the midstream assets and $5.1 million to the joint venture. Five Point and Matador committed to spend up to an additional $150 million to expand the joint venture. (DowJones)

Undisclosed

$176.4M initial investment made by Five point

Fire & Life Safety America Inc Richmond, VA-based fire protection services provider

Blue Point Capital Partners Cleveland, OH-based PE firm

Blue Point Capital acquired Fire & Life Safety for an undisclosed sum. Twin brook arranged $61 million financing for the transaction to Blue Point. (DowJones/S&P)

Undisclosed

$110M reported average revenue of companies Blue Point invests

Grand Rapids Opthalmology PC Grand Rapids, MI-based healthcare services company

Sterling Partners Chicago, IL-based PE firm

Sterling Partners said it made a growth investment in Grand Rapids Ophthalmology for an undisclosed sum. (DowJones)

Undisclosed

$101M average investment made by Sterling per S&P

Newly Announced International Deals

Target Investor(s) Deal Description Advisor(s) Deal Value Daesung Industrial Gases Co Ltd South Korean industrial gases provider, backed by listed South Korean industrial conglomerate Daesung Group Partners Co Ltd and Goldman Sachs Group, Merchant Banking Division

MBK Partners South Korean PE firm

MBK Partners has agreed to acquire Daesung Industrial for an enterprise value of more than $1.66 billion. The transaction is expected to close in April. (Mergermarket)

Goldman Sachs Asia (F) advised Goldman Sachs Merchant Banking

~$1.66B enterprise value

Page 5: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Target Investor(s) Deal Description Advisor(s) Deal Value Zabka Polska sp z oo Polish network of convenience and deli-type stores owner and operator, backed by UK-based PE firm Mid Europa Partners LLP since 2011 when it acquired Zabka for €400 million

CVC Capital Partners Ltd UK-based PE firm

CVC agreed to acquire Zabka Polska from Mid Europa Partners for an undisclosed sum. The investment is subject to customary regulatory approvals. The acquisition is expected to close in 2Q17. (peHUB/S&P)

Bank Pekao SA (F), UBS Investment Bank (F) and Greenberg Traurig Maher LLP (L) advised CVC Capital Partners. White & Case (L), CMS Cameron McKenna (L), JP Morgan (F), Ernst & Young Investment Banking Arm (F), Ermgassen & Co (F) and Beragua Capital (F) advised Mid Europa.

≤$1.58B (€1.5B) potential valuation of Zabka Polska

Telxius Telecom SAU Spanish telecom infrastructure services provider, owned by listed Spanish mobile and fixed communication services provider Telefónica SA

KKR & Co

Telefónica SA has agreed to sell up to 40% of its Telxius infrastructure unit to KKR. KKR will pay €1.28 billion or €12.75 a share, for Telxius. The price values the entire Telxius business at €3.2 billion. Post transaction, Telefónica will maintain a majority stake and operational control of Telxius. Telefónica had tried to IPO Telxius last year, but was forced to cancel at the end of September because of weak demand. The closing of this transaction is subject to obtaining corresponding regulatory approvals. (DowJones)

Simpson Thacher & Bartlett (L) advised KKR. HSBC Bank (F) advised Telefónica SA.

$1.35B (€1.28B) deal value

BlueCat Networks Inc Canadian IP address management (IPAM) provider, backed by Canadian PE firm Northleaf Capital Partners and San Mateo, CA-based PE/VC firm Trident Capital Inc

Madison Dearborn Partners LLC Chicago, IL-based PE firm

Madison Dearborn agreed to acquire an unknown stake in BlueCat Networks. Upon completion of the transaction, BlueCat's management team will remain in place and retain a significant equity ownership position in the company. The transaction is subject to regulatory approvals and other customary closing conditions. The transaction is expected to close early in 2Q17. (S&P)

Houlihan Lokey (F) advised BlueCat Networks Inc. Evercore Partners Inc (F) advised Madison Dearborn Partners LLC.

$305M potential sale price per Pro Rata

Portfolio Company News

Target Investor(s) Deal Description Advisor(s) Deal Value Novitex Enterprise Solutions Inc Stamford, CT-based cloud-based solutions and managed services provider, backed by listed New York City, NY-based PE firm Apollo Global Management LLC Irving, TX-based business process solutions provider SourceHOV LLC, backed by Los Angeles, CA-based PE firm HGM LLC

Quinpario Acquisition Corp 2 listed St. Louis, MO-special acquisition vehicle

SourceHOV, Novitex and Quinpario Acquisition agreed to combine in a deal valued at about $2.8 billion. Shareholders of SourceHOV and Novitex are rolling 100% of the current equity and will be the majority holders in the new company, to be named Exela Technologies. The deal will be funded through a combination of $1.35 billion in new debt financing, cash from Quinpario and rollover of equity among others. The deal also includes committed financing from Royal Bank of Canada and Credit Suisse. Exela Technologies will be listed on the NASDAQ. (peHUB)

Credit Suisse (USA) Inc (F), RBC Capital Markets LLC (F), Akin Gump Strauss Hauer & Feld LLP (L), and Paul Weiss Rifkind Wharton & Garrison LLP (L) advised Novitex. Moelis & Company LLC (F), Graubard Miller (L), and Kirkland & Ellis LLP (L) advised Quinpario Acquisition Corp 2.

~$2.8B deal value

Page 6: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Target Investor(s) Deal Description Advisor(s) Deal Value Popeyes Louisiana Kitchen Inc listed Atlanta, GA-based quick-service restaurants developer and operator

Restaurant Brands International Inc listed Canadian quick service restaurants owner and operator, backed by New York, NY-based PE firm 3G Capital Inc

Restaurant Brands agreed to acquire Popeyes Louisiana for $1.6 billion. Restaurant Brands will commence a tender offer and Popeyes shareholders will receive $79 in cash per share at closing. Following the successful completion of the tender offer, RBI will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. The transaction will be funded through $600 million cash on hand and a financing commitment from JP Morgan and Wells Fargo for $1.3 billion. The transaction is subject to the regulatory approvals and receipt of a majority of Popeyes shares on a fully diluted basis in a tender offer to Popeyes' shareholders. The transaction is expected to close by early April. (S&P)

Genesis Capital LLC (F), UBS Securities LLC (F) and King & Spalding LLP (L) advised Popeyes Louisiana. Paul Weiss Rifkind Wharton & Garrison LLP (L) advised Restaurant Brands.

$1.8B deal value

Advanced Technologies business of Vention Medical Inc Denver, CO-based medical devices and components manufacturer, backed by Denver, CO-based PE firm KRG Capital Partners

Nordson Corporation listed Westlake, OH-based industrial machinery company

Nordson agreed to acquire the advanced technologies business of Vention Medical for approximately $710 million. In a related transaction, MedPlast signed an agreement to acquire device manufacturing services business of Vention Medical. The transaction will be financed through cash and debt. The advanced technologies business of Vention Medical had sales of $150 million and EBITDA of $48 million for the twelve months ended 1/31/17. The transaction is pending customary regulatory clearances and is expected to close during Nordson's second fiscal quarter ending 4/30/17. (S&P)

Morgan Stanley & Co LLC (F) and Jones Day (L) advised Nordson Corporation.

$710M deal value

Signicast Corporation Hartford, WI-based manufacturer of precision investment cast parts majority owned by Pritzker Group Private Capital Chicago, IL-based PE firm PE Exit

Dynacast International Charlotte, NC-based manufacturer of precision engineered metal components

Dynacast agreed to acquire Signicast Corporation for an undisclosed sum. The transaction has committed debt financing from JPMorgan Chase, Barclays, and Macquarie Capital. The transaction is subject to regulatory approvals and customary closing conditions and is expected to complete late next month. (S&P)

Undisclosed

$500M high end of potential deal value

Woodside Homes Inc Salt Lake City, UT-based homebuilding services provider, backed by Los Angeles, CA-based PE firm Oaktree Capital Management LP and New York, NY-based hedge fund sponsor Stonehill Capital Management LLC PE Exit

Sekisui House Ltd listed Japanese residential properties seller, purchaser and administrator

Sekisui entered into a definitive merger agreement to acquire Woodside Homes for an undisclosed sum. The transaction is expected to close at the end of the month. (Mergermarket)

Hearthstone Inc (F) and Morrison & Foerster LLP (L) advised Sekisui House Ltd.

$468M potential deal value

Page 7: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Target Investor(s) Deal Description Advisor(s) Deal Value IP Cleaning SpA Italian cleaning machines and equipment producer backed by Ambienta SGR SpA Italian PE firm PE Exit

Tennant Company listed Minneapolis, MN-based cleaning solutions manufacturer

Tennant agreed to acquire IP Cleaning from Ambienta for $350 million in cash. Tennant anticipates that the acquisition will be accretive to 2018 full year earnings per share. The transaction is subject to regulatory approvals and is expected to complete in 2Q17. IP Cleaning reported sales of $203 million for 2016. (S&P)

Goldman Sachs (F) and Baker & McKenzie LLP (L) advised Tennant Company. Robert W. Baird (F) and Studio Legale Associaton in association with Linklaters LLP (L) advised Ambienta.

~$350M deal value

Halogen Software Inc listed Canadian software-as-a-service based talent management software solutions developer

Saba Software Inc Redwood Shores, CA-based cloud-based intelligent talent management solution provider, backed by San Francisco, CA-based PE firm Vector Capital

Saba Software agreed to acquire Halogen Software for approximately $223 million or $9.53 per share. The deal is expected to close in 2Q17. The transaction will be implemented by way of a statutory plan of arrangement under the Ontario Business Corp Act and is subject to court approval and the approval of at least two-thirds of the votes cast by holders of Halogen’s shares; and by a simple majority of the votes cast by all Halogen shareholders other than Michael Slaunwhite and parties related to him. (peHUB)

Bennett Jones (L) and Osler Hoskin & Harcourt (L) advised Halogen. Paul Hastings (L) and Stikeman Elliot (L) advised Saba Software.

~$223M deal value -$125M m cap -$55.36M tot rev -$5.5M EBITDA

Lightlife Foods Inc Turners Falls, MA-based vegetarian food producer, backed by Greenwich, CT-based PE firm Brynwood Partners since 2013 PE Exit

Maple Leaf Foods Inc listed Canadian packaged meats company

Brynwood Partners has agreed to sell Lightlife Foods to Maple Leaf for $140 million. The transaction, which is expected to close in March, is subject to customary US regulatory review. The transaction will be financed from cash on hand. Lightlife reported 2016 sales of approximately $40 million. The acquisition is expected to be accretive to Maple Leaf’s earnings in 2017. (S&P)

Piper Jaffray & Co (F) and Locke Lord Edwards LLP (L) advised Lightlife Foods. Centerview Partners LLC (F), Blake Cassels & Graydon LLP (L) and Ropes & Gray LLP (L) advised Maple Leaf Foods.

$140M deal value

Skip Hop Inc New York, NY-based child care products manufacturer, backed by Boston, MA-based PE firm Fireman Capital Partners since 2013 PE Exit

Carter’s Inc listed Atlanta, GA-based branded children’s wear designer

Fireman Capital sold Skip Hop to Carter’s for $140 million in cash, plus future performance incentives. (peHUB)

McDermott Will & Emery LLP (L) advised Fireman Capital. Harris Williams & Co Ltd (F) advised Skip Hop.

$140M deal value

Preferred Systems Solutions Inc McLean, VA-based IT consulting and other services provider, backed by New York, NY-based PE firm CM Equity Partners since 2007 PE Exit

STG Group Inc Reston, VA-based cyber, software, and intelligence solutions provider

STG agreed to acquire Preferred Systems for approximately $120 million. STG said it plans to fund the purchase of Preferred with a combination of debt and equity. The deal is subject to customary closing conditions, including regulatory review and is expected to complete during 1Q17. (DowJones)

Sagent Advisors LLC (F) and Morrison & Foerster LLP (L) advised STG Group Inc.

~$119M deal value

Page 8: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Portfolio Company Financings and Offerings

Portfolio Firm Investor(s) Deal Description Advisor(s) Deal Value XP Investimentos Corretora de Câmbio Títulos e Valores Mobiliários SA Brazilian portfolio of investment products and services manager IPO

General Atlantic LLC New York, NY-based PE/VC firm holds a 49% ownership stake in XP

XP Investimentos expects to raise as much as $1.29 billion in its IPO, which is expected to occur in July or August. XP’s total value is estimated at $3.9 billion. The sale will be comprised of a primary offer and the sale of some of the shares belonging to the partners and General Atlantic. (Pro Rata/Dow Jones)

JPMorgan, Itau BBA, Morgan Stanley and BTG Pactual are coordinating the offering.

$1.29B potential value of IPO

Akindo Sushiro Co Ltd Japanese sushi restaurants operator IPO

Permira Advisers Ltd UK-based PE firm purchased Sushiro in 2012 for about $710 million

Shareholders including Permira are planning to sell shares worth up to $730 million in an IPO next month for Shushiro. The shareholders will sell as many as 21.1 million shares at an indicative price of $34.47 per share. The final sale price will be set on 3/21/17 after gauging demand from investors. The shares will start trading on 3/30/17. (peHUB:Reuters)

Nomura Holdings, Morgan Stanley and UBS AG are managing the offering.

$730M Potential value of IPO

MYOB Group Limited listed Australian software solutions developer Share Sale

Bain Capital

Bain Capital has sold a 17% stake in MYOB for around $273 million. It still holds a 40% stake. (Pro Rata)

Undisclosed

$273M deal value -$1.6B M Cap -$285M tot rev -$96M EBITDA

Presidio Holdings Inc Dallas, TX-based holding company Estimated Terms of IPO

Apollo Global Management LLC

Presidio has set its IPO terms to 16.67 million shares being offered at between $14 and $16 each. If it were to price in the middle of its price range, it would have an initial market cap of approximately $1.33 billion. (Pro Rata)

JPMorgan and Citigroup will act as lead book-running managers, with Barclays and RBC Capital Markets participating.

$266M potential value of IPO at high end

J Jill Group Inc Tilton, NH-based women’s fashion retailer Estimated Terms of IPO

Towerbrook Capital Partners New York, NY-based investment firm acquired J Jill in 2015

J Jill has set its IPO terms to 11.67 million shares being offered at between $14 and $16 each. If it were to price in the middle of its range, it would have an initial market cap of approximately $656 million. (Pro Rata)

BofA Merrill Lynch, Morgan Stanley, Jefferies, Deutsche Bank Securities, RBC Capital Markets are among underwriters for the offering.

~$186M potential value of IPO at high end

Fund News

PE Firm Fund Description Fund Stage Last Fund Raised Fund Size EQT Partners AB Swedish PE/VC firm

EQT closed its third fund, EQT Infrastructure III, at its hard cap of €4 billion. It raised the funds in less than six months and originally targeted €2.9 billion. It was four times oversubscribed. The vehicle has already signed four acquisitions. (peHUB:Reuters)

Final Close

Fund II raised $2.66 billion in 2012.

$4.2B (€4B)

The Carlyle Group

Carlyle raised about $2.5 billion for its fourth distressed and special situations fund, Carlyle Strategic Partners IV (CSP IV). The vehicle closed at its hard cap. (peHUB)

Final Close

Fund III raised $1 billion in 2010 per S&P.

~$2.5B

Page 9: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

PE Firm Fund Description Fund Stage Last Fund Raised Fund Size Alpine Investors LP San Francisco, CA-based PE firm

Alpine Investors VI LP has closed on more than $300 million so far for Alpine Investors VI LP. The fund, which has a $500 million target and a $525 million hard cap, is expected to hold a final closing in 2Q17. (DowJones)

First Close

Fund V raised $406 million in 2014.

$500M target

People News

PE Firm Employee(s) Title/Duties Previous Employer/Position Corsair Capital LLC New York, NY-based PE firm

James Kirk

Corsair Capital has promoted Kirk to managing director. (Pro Rata)

Promotion

Greenbriar Equity Group LLC Rye, NY-based PE firm

Niall McComiskey

Greenbriar Equity named McComiskey managing director. McComiskey joined the firm in 2006, and has led the structuring and sourcing of a number of investments across the transportation space. (peHUB)

Promotion

GTCR LLC Chicago, IL-based PE/VC firm

Jim Bonetti

GTCR hired Bonetti as a managing director to head the firm’s capital markets group. (DowJones)

Bonetti previously was a managing director who co-headed the North American leveraged and acquisition finance group at Morgan Stanley.

The Carlyle Group

Roger Fradin

Fradin has joined Carlyle as an operating executive focused on the industrial and transportation sector. (Pro Rata)

Fradin is the former vice chairman of Honeywell International.

TPG

Edward Beckley

Beckley has joined TPG, where he will source global infrastructure investments. (Pro Rata)

Beckley is the former European head of Macquarie Infrastructure and Real Assets.

Miscellaneous News

How Customer Due Diligence Led to a 30% Reduction in Offer Price By Kay Cruse, Strategex The core of any business is its customers. Their loyalty, and perception of the business can tell you as much or more than financial records about the company outlook. Customer due diligence — the process of gathering insight on the stability of customer relationships — is a powerful way to determine whether an acquisition is likely to succeed, and map out challenges to address during integration. We recently worked with a multibillion-dollar packaging company to conduct customer due diligence on a prospective acquisition in an emerging market. The acquisition would enable the strategic acquirer to enter a new geographic area in lieu of executing a more costly greenfield ‘build’ strategy. This case study reveals just how important robust customer due diligence is before finalizing an offer and integration roadmap. In this case example, the due diligence enabled the acquirer to decrease its offer price by 30%. Here’s the background: the acquiring company perceived the potential acquisition as a leader in its specific geographic markets, with a reputation of good quality, reliable deliveries, and a well-respected team. But the acquiring company also knew that nearly 50% of the target’s revenues were associated with four key accounts — a concerning degree of customer concentration. For this and other reasons, the acquirer wanted to assess the strength of customer relationships more fully. Their main questions included:

• Are there any other negative tipping points that would decrease the value of the deal? • How stable are these four main customer relationships? • Is there still more growth to be had from those few customers? Click here to access full article on Axial’s Forum.

Page 10: Donnelley Financial Solutions Weekly Private Equity Report

All data and information provided in the Private Equity Market Report is obtained from third party sources and is for informational purposes only. Donnelley Financial Solutions makes no representations as to accuracy, completeness, currentness, suitability, or validity of any information contained in the Report and will not be liable for any (a) errors, omissions, or delays in this information or (b) losses, injuries, or damages arising from its distribution or use. All information is provided on an as-is basis. Please contact [email protected] with comments and/or suggestions or to enroll a colleague contact [email protected]. February 27, 2017

Why Advance Preparation Is Key to a Successful Deal By Winston Reid, Axial “We’ll start conversations with investors once we need the money.” “We’ll talk to buyers when we want to sell.” At Axial, we often hear these comments from CEOs embarking on a sale or capital raise for the first time. Their expectation is that as soon as they’re ready to go, they’ll be able to find the right partner and get the deal off the ground. Those CEOs tend to believe finding a partner will be a simple process of eliminating options to arrive at the best one. Click here to access full article on Axial’s Forum.

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