Maxcor Integrated Management - MTN Capital Partners LLC [PDF]

Aug 11, 2010 - conjunction with New York firm MTN Capital and the company's management. Incline invested from its $272 m

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Idea Transcript


MTN Capital Partners LLC

Company Presentation

MTN Capital Partners LLC New York www.mtncapital.com

MTN Capital Partners LLC

We are a private equity firm that focuses on companies at the lower end of the middle market. We partner with exceptional C-level executives to acquire companies and enhance shareholder value.

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Investment Criteria MTN has access to over $500 million in equity capital.

Focus 

MTN invests in healthy as well as underperforming or distressed companies.



Healthy Companies Profitable and growing middle-market companies with strong management. • Sales minimum $25 million • EBITDA $4 to $35 million



Underperforming or Distressed Companies Companies with revenues of $50 million or more. We will consider: • Acquiring companies outside of bankruptcy or in bankruptcy through a 363 sale process; and • Obtaining control by buying discounted debt and converting it into equity.

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Criteria Sectors of Interest 

Automotive



Healthcare



Business Services



Manufacturing



Consumer Products





Distribution

Marketing ServicesSpecialty Chemicals



Energy Services



Specialty Retail



Food & Beverage



Telecommunications, Media and Technology (selectively)

Investment Size 

$5 to $100 million equity investment per transaction.

Geography 

North America

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Approach We often find our best opportunities off the beaten track: orphan subsidiaries of large companies, private companies reluctant to go through an auction process, companies with an intrinsic value that is not readily apparent, or businesses offered for sale in imperfect auctions. We have recruited industry experts to help us evaluate our investment opportunities. They are former top executives from major corporations or successful entrepreneurs. We carefully study our investment targets from both an operational and financial perspective, develop our investment thesis with management and our industry experts, and determine a fair acquisition price. Post-acquisition, MTN investment professionals and our industry experts join the boards of our portfolio companies. We monitor our companies’ performance and help them achieve their full potential. Together with management, MTN determines the best time and strategy for exiting the investment.

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Partnerships Building Partnerships Our success depends on building partnerships with the parties that make our transactions possible. Owners We close our transactions expeditiously because our professionals are experienced in evaluating and financing acquisitions.

If previous owners want to remain involved with their companies postacquisition, we welcome them as senior executives, as shareholders and as members of the board of directors. Managers Key to our success is building a genuine partnership with the managers of our portfolio companies. We partner with managers who want to build equity value for their shareholders and themselves. We structure ownership and incentive plans that offer management significant rewards for growth and profitability. Our industry experts, who have experience with much larger companies, are a valuable resource to our managers.

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Partnerships Industry Experts

MTN's private equity professionals have a background in finance. Central to our business model is to partner with experts in the industries in which our portfolio companies operate. Our industry experts help us with due diligence before the acquisition and join the portfolio company's board of directors post-acquisition. They are a resource to the management of our portfolio companies to increase growth and profitability. Investment Bankers MTN's professionals are experienced, dynamic and creative. We are quick in evaluating transactions and resourceful in getting to the finish line.

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Portfolio Companies Portfolio Companies at MTN

www.ritasice.com

www.jsistorefixtures.com

www.joliet-equipment.com

In 2016, Argosy Private Equity and MTN Capital acquired a controlling equity stake in Rita’s Italian Ice. Ranked #33 overall in Nation's Restaurant News "Consumer Picks 2016" in the Limited-Service category, Rita's Franchise Company is the largest Italian Ice concept in the world with more than 600 stores in the U.S. The company is aggressively expanding internationally with operating locations in the Philippines, Canada and the Middle East.” In 2012, RFE Investment Partners and MTN co-sponsored with management the acquisition of JSI Store Fixtures. JSI Store Fixtures is a market-leading designer and manufacturer of high-quality merchandising displays for the supermarket industry. The company has won numerous awards for providing customized solutions for its clients.

Joliet Equipment Corporation (“Joliet”) is a leading supplier of new and remanufactured AC and DC traction motors for the oil and gas drilling and exploration industries and other high power, large motor industrial applications. The Company also provides industrial motor repair services. Over its 75 year history, Joliet has built one of the most recognizable trade names in the motor industry, both domestically and internationally. Argosy Partners was the lead investor. 8

Portfolio Companies

www.revolutiondance.com

Revolution Dancewear (the “Revolution") is the leading designer and marketer of specialty dancewear and footwear as well as dance recital costumes. Revolution sells its products directly through dance schools throughout the United States. Founded in 1996, the Company offers a full product line of footwear, bodywear and recital costumes to serve the needs of dancers across several dance style categories including tap, jazz, ballet, and hip hop. MTN Capital Partners co-invested in the deal with PNC Equity Partners, management and two other equity investors.

Sound Lounge is the leading audio post-production company in the United States providing sound mixing services for television and radio commercials, and feature films. MTN Capital Partners was a co-sponsor in the deal alongside Argosy Partners, BIA Digital Partners LP, GMB Mezzanine Capital, LP, and the management. www.soundlounge.com

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Portfolio Companies Transactions Power Tools Company

www.lexingtonprecision.com

MTN identified a power tools company with revenues of over $30 million offered for sale in a limited auction. MTN professionals did due diligence together with their industry expert and selected a capital partner who acquired the company.

Lexington Precision Corporation (“Lexington”) is one of the premier suppliers of molded rubber components in the world. Lexington has achieved dominant positions within its served markets by delivering advanced product solutions and leveraging its proprietary capabilities in product development, mold making, materials development, manufacturing and testing. Its two primary product lines are (i) insulators for automotive ignition systems; and (ii) molded rubber components for medical devices. These products are sold to a number of blue-chip companies serving the automotive aftermarket, medical, automotive original equipment (“OEM”), and general industrial markets. Lexington emerged from bankruptcy on July 30, 2010. Aurora Resurgence exchanged an investment in Lexington’s subordinated debt, acquired at a discount during the bankruptcy, for a controlling equity stake in the company. Management is also an investor. MTN Capital Partners initiated this transaction.

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Portfolio Companies

www.capcleaning.com

www.aurahomedesign.com

Capital Contractors, Inc. (“Capital Contractors”), founded in 1963, is one of the nation’s largest independent janitorial services companies. A leader in the outsourced facilities maintenance industry, Capital Contractors provides cleaning and certain other facilities maintenance services to approximately 4,500 customers in all 50 states, Canada, and Puerto Rico through a network of approximately 1,600 independent contractors. Capital Contractors services approximately 7,000 locations per day. Palladium Equity Partners, LLC is the lead capital provider along with management. MTN Capital Partners initiated this transaction.

Home Décor Innovations is a leading supplier of mirrored closet doors, closet organization and wall décor products in North America and Europe. The Company provides functional and fashionable products to various channels including home improvement, mass retail, professional builders and the European retail furniture channel. Home Décor Innovations was a division of The Stanley Works. Wellspring Capital Management was the lead investor.

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Former Portfolio Companies Arizona AFO is a 2011 add-on acquisition to The Orthotics Group. Arizona AFO sells a variety of ankle foot orthotics products to more than 1,000 orthotists and prosthetists practitioners in North America. www.arizonaafo.com

Balducci's is a 2009 add-on to Kings Supermarkets. Balducci's is a small-box gourmet and specialty food retailer with two formats: A traditional grocery store format branded Balducci's, and an urban foodto-go format branded Balducci's Gourmet to Go. It has eight locations in New York, Connecticut, Maryland, and Virginia.

www.balduccis.com

www.kingswebsite.com

Kings Supermarkets is a high-end grocery store chain with 24 stores located in Northern New Jersey and Long Island, New York. Kings was a subsidiary of Marks & Spencer PLC. The Investor Group was able to execute a sale/leaseback transaction on the owned real estate which funded over two-thirds of the purchase price. MTN Capital Partners was a co-sponsor in the deal alongside Angelo, Gordon & Co, and management.

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Former Portfolio Companies

www.langerinc.com

One month after the acquisition of TOG, the same investment group acquired the orthotics business of Langer, Inc. (“Langer”). Langer is the third largest orthotics manufacturer in the United States. The two companies were merged creating the second largest orthotics company in North America.

Headquartered in Markham, Ontario, The Orthotic Group ("TOG") is the largest Canadian manufacturer and distributor of custom prescription orthotics, and orthotic footwear. MTN Capital Partners co-invested in the deal with PNC Equity Partners and management. www.theorthoticgroup.com

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Prior Portfolio Companies before MTN Access Line Technologies, Inc.

Provider of personal telecommunication services

Alabama Pine & Pulp Company

Producer of Southern bleached softwood kraft pulp

Citi Trends

Specialty retailer of discount fashion apparel (f/k/a Allied Fashion, Inc.)

Cost Plus, Inc.

Specialty retailer of home furnishings and gourmet foods

e.spire Communications, Inc.

Competitive local exchange carrier ("CLEC")

Envirodyne Industries, Inc.

Manufacturer of food packaging

James Cable Partners, L.P.

Cable television multiple system operator

Kasper By A.S.L., Ltd.

Manufacturer and marketer of women's suits and sportswear

Larizza Industries, Inc.

Manufacturer of plastic automotive components

Marks Bros. Jewelers, Inc.

Retail jewelry chain

Phar-Mor, Inc.

Deep discount drug store chain

The Leslie Fay Company

Manufacturer and marketer of dresses and women's sportswear

TransCare Corporation

Ambulance and ambulette provider

Note: These transactions were completed by the partners at prior firms and include both private equity and distressed debt investments. 14

Advisory Board Ralph Dillon Mr. Dillon was Non-Executive Chairman of the Board of Directors of Party City, the largest party favors company, between 1999 and 2005. Mr. Dillon also served as Chief Executive Officer of Cost Plus, a specialty retailer of casual home living and entertainment products, from September 1990 to February 1998. From August 1987 to August 1990, Mr. Dillon served as President and Chief Operating Officer of Family Dollar Stores, Inc., a discount retail chain. From 1985 to 1987, he was President and Chief Operating Officer of Coast America Corporation, a hardware store chain. Prior to the formation of MTN, he was involved with two retail company acquisitions made by Olivier Trouveroy: he was CEO of Cost Plus and a board member of Citi Trends.

Scott Edmonds Mr. Edmonds was until 2009 the Chairman and CEO of Chico's (NYSE:CHS), a specialty retailer of women’s apparel, where he led the company's growth from $155 million in sales and 200 locations to $1.5 billion and 1,076 locations over a ten year period. He is currently Chairman and CEO of Bellfield Investment Partners, a private equity firm that specializes in emerging growth companies. He is a director of J.Jill, a multichannel retailer of apparel, accessories, and footwear for women with over 1,000 employees. He is also on the board of directors of Revolution Dancewear, an acquisition co-sponsored by Incline Equity Partners and MTN Capital Partners.

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Advisory Board Jack Glover Mr. Glover co-founded in 2011 Incline Equity Partners, a private equity firm, that manages $300 million in its first fund. Before that he was co-head of PNC Equity Partners which he joined in 1996. In 2011, PNC Equity had $800 million assets under management. He has made dozens of private equity investments that he led to successful exits. He currently serves on the board of directors of Double E Company, Revolution Dancewear, Wheaton Industries, Oracle Elevator, APEX Analytix, Caldwell & Gregory, Orthotic Holdings, Inc. (OHI), and Faucet Queen. Mr. Glover has an MBA from the University of Chicago. He made two investments in partnership with MTN Capital Partners.

John Kirwin Mr. Kirwin co-founded Argosy Capital, an investment firm that makes equity, mezzanine debt and real estate investments, in 1990. Argosy's assets under management are currently over $550 million. His has made successful investments in over 70 companies. Before Argosy Capital he practiced law with special emphasis on public and private securities offerings, and venture capital and buyout transactions. He was a member of the board of directors of four public companies. He currently serves on the board of directors of several private companies. Mr. Kirwin holds a Juris Doctor from George Washington University. He made two investments in partnership with MTN Capital Partners.

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Advisory Board Honorable Robert L. (“Bob”) Livingston Mr. Livingston was elected to the U.S. House of Representatives from Louisiana in 1977 and was re-elected to eleven successive two-year terms. He served as a member of the Appropriations Committee through most of his time in Congress and for the maximum period of six years on the Permanent Select Committee on Intelligence. From 1995 through 1998, he served as the Chairman of the Appropriations Committee, shepherding 13 appropriations bills through the legislative process. Following his departure from Congress in 1999, Mr. Livingston established The Livingston Group which grew to be today the 10th largest independent lobbying firm, a bipartisan enterprise with over 60 principals and consultants, and 14 international affiliates. Among its clients have been countries such as Turkey, Morocco and Azerbaijan, and companies such as Goodyear, Rolls Royce and Verizon Wireless.

Peter Reiter Mr. Reiter is a Managing Director with RFE Investment Partners, a private equity firm founded in 1979 that currently manages its seventh fund. RFE's assets under management are over $400 million. Peter has served on the boards of directors of several RFE portfolio companies and is currently a director of CBT Technology, iMedX, Lectrus and Plantation Products. Before joining RFE he was an auditor with KPMG Peat Marwick. Mr. Reiter has an MBA from New York University.

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Advisory Board Bruce Weitz Mr. Weitz is currently a member of the board of directors of JSI Store Fixtures, an MTN portfolio company. From 2006 to 2010 he served as Chief Executive Officer of Kings Supermarkets, Inc., another MTN portfolio company. Mr. Weitz served as Chief Executive Officer and President of Today's Man Inc. from 2000 to 2003. He served as the President, Chief Executive Officer and Chairman of Duane Reade Drugstores from 1992 to 1996. From 1988 to 1992, he served as President and Chief Operating Officer of Grossman's Inc., a Massachusetts based home improvement chain. He was a Director of the Food Marketing Institute between 2008 and 2010. Mr. Weitz worked with MTN in the acquisition of both Kings Supermarkets and JSI.

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Team – Managing Partners Olivier Trouveroy – Managing Partner Mr. Trouveroy co-founded MTN Capital Partners in 2005. Since then, MTN and its portfolio companies have been involved in acquisitions totaling almost $500 million. Mr. Trouveroy, a professional with over 25 years of business experience, was a founding partner of ING Equity Partners and its successor Hampshire Equity Partners. The funds he co-managed made investments totaling over $500 million in both performing and underperforming companies. He built a very successful investment track record over a nine year period.

He was also head of GE Capital's leveraged finance business in France. Mr. Trouveroy worked for six years in the mergers and acquisitions department of Drexel Burnham in New York where he became a partner. He handled M&A transactions totaling over $4 billion. Mr. Trouveroy is a director of Rita’s, Sound Lounge and Joliet Equipment Corporation. He is a former director of Kings Supermarkets. Mr. Trouveroy has an M.B.A. from the University of Chicago and an M.A. in Economics from the University of Louvain in Belgium. He passed the C.P.A. examination. Mr. Trouveroy is a board member and chairman of the finance committee of the Belgian American Educational Foundation.

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Team – Managing Partners Dan Negrea – Managing Partner Mr. Negrea co-founded MTN Capital Partners in 2005. Since then, MTN and its portfolio companies have been involved in acquisitions totaling almost $500 million. Before MTN, Mr. Negrea was an investment banker for 20 years.He held senior positions in leveraged finance at Drexel Burnham, Bear Stearns, Chase Securities, and ING Barings. At ING Barings, he served as head of high yield capital markets. During his career, Mr. Negrea worked with companies in almost every industry and has raised over $15 billion in capital through a variety of financial instruments including high yield bonds, senior secured notes, bank loans, mezzanine loans, and equity securities. Mr. Negrea is a director of Revolution Dancewear and JSI Store Fixtures. He is a former director of The Orthotic Group and Kings Supermarkets. Mr. Negrea has an M.B.A. from Cornell University and an M.A. in International Finance from the University of Bucharest, Romania. Mr. Negrea is a member of the Order of Malta.

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Team – Investment Professionals Ivan L. Lustig – Managing Director Mr. Lustig joined MTN in 2012 and is responsible for transaction origination and execution. Mr. Lustig has over 30 years as an investment banker specializing in mergers and acquisitions and financings having worked on over $200 billion of transactions. He was most recently a Senior Managing Director at Duff & Phelps and was, prior to that, Head of M&A in the Americas for The Royal Bank of Scotland, Head of M&A in North America for predecessor firm ABN AMRO and Head of Media and Communications Investment Banking at ING Barings (acquired by ABN AMRO). Prior to that, he was Head of Telecom, Media and Technology Investment Banking at Wertheim Schroder & Co. Mr. Lustig graduated from Cornell University with a B.S. M. Eng. and M.B.A. as a Knight Scholar. Mr. Lustig is also Vice Chairman of the Museum of the Moving Image in New York City, a member of the Cornell Engineering College Council, an Advisory Board Member of Cornell’s Financial Engineering Graduate Program and a Board Member of ARIF, a private foundation

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Team – Investment Professionals Tara Doyle– Director, Business Development Ms. Doyle joined MTN in 2017 and leads the firm’s business development efforts. She is primarily responsible for sourcing potential investment opportunities and directing MTN’s marketing strategy. Between 2013 and 2017, Ms. Doyle was a Vice President, Technical Sales, at Tradeweb, a fixed income electronic trading platform. Previously, she worked in the fixed income and equities sales departments of Nomura Securities and Piper Jaffray. Tara received her BA in English and American Literature from Middlebury College.

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News – Article about Rita’s Acquisition

Rita’s Chain Sold for Third Time Since 2004 Popular water ice and custard chain Rita’s will once again be under new ownership. Argosy Private Equity, of Wayne, and New York’s MTN Capital on Tuesday announced plans to buy a controlling stake in Rita’s Franchise Company LLC. The terms of the transaction were not disclosed, but Jeff Moody will remain president and CEO of the Trevose-based company. And as the Inquirer points out, the deals builds on Rita’s growing history of acquisitions — the third time since 2004 that Rita’s has been purchased by private investors. Falconhead Capital acquired the company in 2011 from an investment group led by Jim Rudolph, who had bought the company in 2004. Rudolph had hoped to expand Rita’s to 1,000 locations, but the company claimed the recession slowed the plans, the Inquirer reports. Falconhead managed to expand the chain out West to California and even internationally in the last five years. In 2015, it announced plans to expand to gas stations and convenience stores. Today Rita’s boasts more than 600 locations in 30 states and four countries, including the Philippines, China, and Canada. Argosy Private Equity and MTN Capital haven’t divulged specific plans involving the acquisition but made it clear in a statement that they plan to build on Falconhead’s work. Kirk Griswold, a founding partner at Argosy Private Equity who will join Rita’s board as chairman, praised Falconhead for expanding Rita’s nationally and internationally. Though Rita’s is no longer just a regional brand, the company still touts its Philly origins. Former Philadelphia firefighter Bob Tumolo founded the company in 1984 after selling Italian ice from his home’s porch window.

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News – Acquisition Press Release

Argosy Private Equity and MTN Capital Acquire Rita's Franchise Company Argosy Private Equity and MTN Capital today announced the acquisition of a controlling stake in Rita's Franchise Company, LLC based in Trevose, Pennsylvania ("Rita's") — the world's largest Italian Ice concept — from Falconhead Capital. As part of the agreement, Kirk Griswold, Founding Partner at Argosy Private Equity, will join Rita's board as Chairman and Jeff Moody will remain President and Chief Executive Officer. Financial terms of the transaction were not disclosed. Rita's Italian Ice was founded in 1984 by former Philadelphia firefighter Bob Tumolo, who made and sold Italian Ice from his small porch window alongside his mother Elizabeth and brother John. Since, the brand has grown exponentially and today has more than 600 locations in 30 states, and 4 countries. The franchise company was recently recognized by Entrepreneur Magazine's "2016 Franchise 500" and Nation's Restaurant News "Consumer Picks 2016," and continues to aggressively expand across the U.S. "Being Philly based, we know firsthand the love that guests have for Rita's," said Griswold. "Falconhead and the executive leadership team have done a tremendous job growing this once regional brand nationally, and even internationally. We're looking forward to working with Rita's management team and devoted franchise partners to continue the company's growth and extend its guest loyalty and unique brand equity to each and every store, systemwide."

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News – MTN Managing Partner Speaks at ACG Meeting “Getting to a Successful Exit: Starting Well to End Well for Family Office Investing in PE”

Please join us at this exclusive ACG Family Office event on October 6th where likeminded family offices will come together to learn from our panel of alpha family office investors, private equity investors and independent sponsors how to create successful investment partnerships to identify direct middle market control equity investment opportunities, and best

PANEL:

practices to create long lasting value in this asset class. Topics

Moderator, Samira Salman, Salman Solutions

that will be discussed at this lunch will be deal sourcing,

Scott Budoff, CommonView Capital & Saw Mill Capital

financing, diligence, and how to drive growth and value creation,

Jolyne CarusoFitzGerald, The Alberleen Group

including growth through innovation, operational improvement

Daniel Lubin, Radius Ventures LLC

techniques, alignment of interests/incentive compensation and

Olivier Trouveroy, MTN Capital Partners

the pros and cons of generational vs. defined investment period investing. We look forward to seeing you on October 6th. To enhance the benefit for all participants at this invitation only event, attendees will be prescreened to ensure that only qualified participants are in attendance. If you have an interest in attending or would like to invite a qualified participant to attend, please

contact Kara Brennan at [email protected]. 25

News – Capital Exits Investment in Kings Supermarkets

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News – MTN Managing Partner Speaks at iGlobal Forum’s 3rd Independent Sponsors Summit

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News – Private Equity Dealflow for Family Offices Working with Independent Sponsors and Invesetment Banks by Invitation Only

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News – MTN Managing Partner Speaks at AM&AA Meeting “Independent Sponsor Panel”

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News – MTN Managing Director Presents Kevin Spacey With Award from Museum of the Moving Image Kevin Spacey, receiving an honor from the Museum of t he Moving Image, with the museum's cochairman, Iva n Lustig, managing director at middle market private equity firm MTN Capital Partners. Photographer: Dave Kotinsky/Getty Images After playing Southern Democrat Frank Underwood for two seasons on “House of Cards,” Kevin Spacey addressed the realism of the Netflix series using his own true to life impression of Bill Clinton.

Scene Last Night: Spacey Invokes Clinton on House of Cards Truth By Amanda Gordon April 10, 2014

“As Bill would say: 99 percent of what they do in ‘House of Cards’ is accurate, and the 1 percent that’s not is you could never get an education bill to pass th at fast.”

The actor, director and producer spoke on stage at 583 Park Avenue in Manhattan last night, accepting an honor from the Museum of the Moving Image. The museum in Astoria, Queens, teaches the process behind filmmaking, television and digital media, with galleries including an arcade of early video games, a sound booth where visitors can record dialogue and animation labs. Displays show cameras and TV sets through the ages as well as artifacts like the Linda Blair spinninghead dummy used in “The Exorcist.” A new gallery is in the works to showcase the recently acquired collection from “Muppets” maker Jim Henson’s family. Movie stars and directors frequently appear in the theater. On April 30, David Chase will speak about the two episodes of “The Sopranos” he directed, said the museum’s executive director, Carl Goodman.

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News – MTN Managing Partner Speaks at Opus Connect’s webinar “An Introduction to the Independent Sponsor Model" Friday February 28, 2014 11:00 am - 12:00 pm (PST)

Online via Cisco WebEx This 45-60 minute webinar will explore the emerging world of independent sponsors. Once known as "fundless" or "unfunded" sponsors, these dealmakers are carving out a niche in the M&A community. This is designed for people have not worked extensively with independent sponsors in the past, and those who would like to better understand the independent sponsor model. Topics will include: •What is an independent sponsor? Who are they, and where do they come from? •How does an independent sponsor deal work? How do they get compensated? •What are the advantages and disadvantages of the independent sponsor model? •How can an independent sponsor compete with a funded private equity group? •Why should I work with an independent sponsor? The webinar will be presented as an "interview" conducted by a capital provider/moderator to a panel of four independent sponsors of varied sizes and investments.

Moderator Christopher Sheeren, Huron Capital Partners Panelists Christopher Freeburg, Skyline Global Partners Grant Kornman, NCK Capital Conor Mullet, Red Oak Growth Partners Dan Negrea, MTN Capital Partners LLC 31

News - MTN Managing Partner Speaks at ACG Meeting “Independent Directors for Private Equity Owned Operating Companies”

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News – MTN Portfolio Company Sold

April 8, 2013 PRESS RELEASE

The Orthotic Group, a portfolio company of MTN Capital Partners, was sold to Frazier Healthcare in April 2013. The Orthotic Group is the largest manufacturer and distributor of custom prescription orthotics, orthotic footwear, and gait analysis equipment in Canada and the second largest in North America. The company serves a broad range of health care professionals in the chiropractic, podiatric, orthopedic, and physical therapy markets. The investors’ vision was to build a leading North American orthotics company. The initial acquisition of The Orthotic Group, a Canadian company, was followed by the acquisition of Langer Biomechanics and Arizona AFO, both US companies. MTN’s capital partner for this transaction was Incline Equity Partners. For more information regarding the transaction, please call Dan Negrea at 212-400-2670. For more information regarding MTN, please visit www.mtncapital.com

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News – Notice in Pitch

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News – Dow Jones Article Incline Equity, MTN Capital Sell Orthotic Holdings to Frazier Amy Or April 09, 2013 (c) 2013 Dow Jones & Company, Inc. Incline Equity Partners and MTN Capital Partners have sold Orthotic Holdings Inc. to Frazier Healthcare, as the health-care focused firm re-enters the foot- and ankle-care space. Frazier sold Ascension Orthopedics, which develops and sells a range of implants for the shoulder, elbow, wrist, hand, foot and ankle, to Integra LifeSciences Corp. for $65 million in September 2011. The firm, which has offices in Seattle and Menlo Park, Calif., said in a news release that the foot and ankle market is one of the fastest expanding spaces in orthopedics as obesity and diabetes, two of the more increasingly prevalent diseases in the U.S., often result in foot and ankle related health conditions. Terms of the Orthotic transaction weren't disclosed. Frazier invests in companies with annual earnings before interest, taxes, depreciation and amortization of $5 million to $30 million. Markham, Ontario-based Orthotic makes, markets and distributes custom-made and branded medical products that treat foot, ankle and leg related conditions and diseases through three brands: Langer Biomechanics, Arizona AFO and The Orthotic Group. Pittsburg-based Incline, set up by three managing partners of PNC Equity Partners, acquired Orthotic in September 2008, in conjunction with New York firm MTN Capital and the company's management. Incline invested from its $272 million PNC Equity Partners II LP fund, which the firm manages while being independent of PNC. During its four-plus years of ownership of Orthotic, Incline said the company doubled its earnings, with "process enhancements through the implementation of foot scanning technology, significant growth achieved by entering new sales channels and three targeted acquisitions." Incline focuses on investments of $10 million to $25 million in lower midmarket growth companies with enterprise values of $25 million to $100 million across a variety of industry sectors including specialized light manufacturing, value-added distribution, and business and industrial services. MTN Capital also targets companies at the lower end of the midmarket. 35

News - MTN Managing Partner chairs the 2013 Capital Roundtable Independent Sponsor Conference Independent Sponsor Dealmaking In Partnership with Capital Sources Why Growth in This Community Is Outpacing That of Committed Funds

CHAIRED BY Dan Negrea, Managing Partner MTN Capital Partners LLC Featuring 20 Expert Speakers Including – - James S. Athanasoulas, Sankaty Advisors LLC - John F. Bingaman, Cerca Group LLC - Jeffrey I. Brodlieb, Centripetal Capital Partners LLC - Mark G. Fornasiero, Clarendon Group II LLC - Laurens M. Goff, Stone-Goff Partners LLC - Joseph A. Hawke, Hawke Aerospace Group - James A. Illikman, Peninsula Capital Partners LLC - David M. Kirby, Kirby Capital Advisors LLC - Thao Le, Pepper Hamilton LLP - Brian V. Mankwitz, Mantucket Capital Corp.

36

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R. Peter Reiter, RFE Investment Partners Mark A. Riser, Morningside Private Investors Ltd. Christopher A. Rossi, Pepper Hamilton LLP John A. Sadden, Valesco Industries Inc. Thomas S. Shattan, Shattan Mendel Enterprises LLC Christopher S. Sheeren, Huron Capital Partners LLC Kevin J. Smith, RBC Capital Markets Corp. Martin W. Stein, Blackford Capital LLC Jeffrey L. Teeven, Consumer Growth Partners LLC Lane W. Wiggers, CS Capital Partners

News – JSI Store Fixtures Press Release January 7, 2013 PRESS RELEASE

RFE and MTN Acquire JSI Store Fixtures RFE Investment Partners and MTN Capital Partners acquired JSI Store Fixtures, Inc. (www.jsistorefixtures.com) in partnership with JSI’s management. The acquisition closed in December 2012. JSI is a Milo, Maine-based designer and manufacturer of high-quality refrigerated and non-refrigerated wood merchandising displays for the supermarket industry. The Company was first-to-market with a patented line of closed-cell foam merchandising surfaces for produce. The Company’s merchandising displays are used by many of North America’s top supermarket, grocery and food retail chains. JSI has established itself as an innovator and leader within its niche, with commanding market shares in its primary product categories. RFE Investment Partners is a private equity investor with over 30 years of middle market buyout experience investing in growth companies in partnership with strong management teams. RFE’s investments are concentrated in three broad industry sectors: niche manufacturing, business services and healthcare services. MTN is a private equity firm that has extensive experience in working with talented management teams to grow middle-market companies. MTN brings both the capital and the operational resources needed to achieve success. MTN’s portfolio companies operate in the building products, supermarkets, media services, medical products, industrial motors, and leisure product industries. For more information on the transaction, please call Dan Negrea at 212-400-2670. For more information regarding MTN, please visit www.mtncapital.com

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News - MTN Managing Partner speaks at 2011 Capital Roundtable Independent Sponsor Conference Best Practices for Successful Independent Private Equity Sponsors -Financing Deals, Gaining Differentiation, & Overcoming Roadblocks CHAIRED BY Scott S. Johnson, Chief Executive Officer SJ Partners LLC Featuring 30 Expert Speakers Including –

● Richard N. Baum, Consumer Growth Partners ● R. David Bergonia, North American Funds LLC ● Hector A. Bultynck, Peninsula Capital Partners LLC ● Joseph J. Catalano, Sentinel Capital Partners LLC ● Peter G. Davies, Stonehenge Partners Inc. ● Bart J. deBie, Prospect Capital Corp. ● Mac Gerlach, Expedition Capital Partners ● Laurens M. Goff, Goff Management Inc. ● Jeffrey A. Gonyo, Geneva Glen Capital LLC ● Stephen A. Greene, Tri-Artisan Capital Partners LLC ● Robert M. Horak, Lincoln International LLC ● James C. Humphlett, ValuePoint Growth Partners ● Richard A. Izzi, Radius Partners LLC ● Raymond J. Kane, Duff & Phelps LLC

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● Loren Kennedy, Kennedy Advisors LLC ● Bruce N. Lipian, StoneCreek Capital Inc. ● Dan Negrea, MTN Capital Partners LLC ● J. Herbert Ogden, Westfield Capital Corp. ● Gretchen B. Perkins, Huron Capital Partners LLC ● Robert T. Puopolo, Epic Partners LLC ● M. Tatum Pursell, Unlimited Horizons Inc. ● James T. Rich, Gemini Investors ● John A. Rogers, Herrick Feinstein LLP ● Douglas S. Rose, Gardner Webster Capital Partners ● James D. Rosener, Pepper Hamilton LLP ● Marceau N. Schlumberger, Coral Reef Capital ● Alexander K. Schneider, Keystone Capital Inc. ● Martin W. Stein, Blackford Capital LLC

News - MTN Capital Partners wins JULY M&A DEAL WINNERS from Global M&A Network CONGRATULATIONS to REVOLUTION INC, PNC EQUITY PARTNERS and MTN CAPITAL PARTNERS August 14, 2010: New York, NY: Acquisition and recapitalization of Revolution Inc. by PNC Equity Partners and cosponsor MTN Capital Partners are the winners of the JULY M&A DEAL of the MONTH, Honors program.

"We are thrilled to win the Deal of the Month Honors for the second time this year. Revolution is a niche market leader with a talented management team, compelling value proposition and unique distribution model. We look forward to the continued success of the Revolution Dancewear brand in the marketplace.” Jack Glover, Partner of PNC Equity Partners. “We are delighted with the acquisition of Revolution, a company with talented and driven management. Revolution has an impressive growth history and outlook, as well as excellent profitability. This is the second time in two years

that we’ve teamed up with PNC Equity to make an acquisition and we are very pleased with the relationship we’ve built with PNC.” said Dan Negrea, Managing Partner at MTN Capital Partners. “We congratulate Revolution Inc., PNC Equity Partners, and co-sponsor MTN Capital Partners for winning JULY DEAL of the MONTH honors. Transaction reflects winning attributes — deal structure, timeliness, specialty sector space and portfolio integration synergies.” Global M&A Network.

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News - Lexington Precision Corporation Press Release MTN Capital Partners initiated this Transaction Aurora Capital Buys Lexington Precision Group Posted on: August 11th, 2010 Aurora Capital Group has acquired a majority stake in Lexington Precision Corp., a New York-based maker of tight-tolerance rubber components. No financial terms were disclosed. Lexington emerged from Chapter 11 bankruptcy protection at the end of last month. PRESS RELEASE An affiliate of Aurora Capital Group (”Aurora”) has successfully reorganized and acquired a majority ownership position in Lexington Precision Corporation (”Lexington” or the “Company”). Lexington manufactures tight-tolerance rubber components for use in medical, automotive, and industrial applications. Medical products include injection sites for intravenous feeding systems, plunger tips for syringes, and seals for minimally-invasive surgical instruments. Automotive products include seals for wiring systems and insulators for original-equipment and aftermarket ignition-wire-sets. The Company’s cutting-edge tooling technology and automated production processes support high-quality, low-cost manufacturing. Steve Martinez, Managing Director of Aurora Resurgence, commented, “We are pleased to partner with Lexington’s management team to capitalize on the Company’s exceptional engineering, manufacturing and materials-formulation capabilities.” Michael Lubin, Chief Executive Officer of Lexington, noted, “For many years, Lexington has been a company with great competitive strengths, but with an overly burdensome level of debt. The Aurora team recognized this and helped the Company utilize the reorganization process to create a strong balance sheet and substantial liquidity. We are now looking forward to working with Aurora to expand our business as we progress forward.”

Lexington emerged from Chapter 11 of the United States Bankruptcy Code on July 30, 2010. As part of Lexington’s successful reorganization effort, Aurora purchased public debt of the Company and then converted those securities into equity. Aurora also made a direct cash investment in Lexington to help fund the Company’s reorganization plan. Aurora is now the majority owner of the newly reorganized company. About Aurora Capital Group: Aurora Capital Group is a Los Angeles-based private equity firm managing over $2.0 billion with two distinct investment strategies. Aurora Resurgence invests in debt and equity securities of middle-market companies and targets complex situations that are created by operational or financial challenges either within a company or a broader industry. Aurora Equity focuses principally on control-investments in middle-market industrial, manufacturing and selected service oriented businesses. For more information about Aurora Capital Group, visit www.aurorares.com or www.auroracap.com.

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News - Mergers & Acquisitions Article PNC, MTN Recap Revolution PNC Equity Partners provides cash to Revolution Dancewear, with MTN Capital Partners co-sponsoring. By JONATHAN MARINO July 7, 2010 PNC Equity Partners provided an unspecified amount of cash to Revolution Inc., maker of Revolution Dancewear. The company will join another PNC portfolio asset, The Orthotic Group, which makes orthopedic footwear for sale in Canada. “They both have leading market positions within fragmented channels of distribution,” said Jack Glover, partner of PNC Equity Partners, speaking with the M&A Journal. Glover was joined in the transaction by PNC vice presidents Mike Hand and Michael Rost; all three will be on Revolution’s board of directors going forward. Lately, PNC has been on a bit of a roll making deals. Last month, it bought Wheaton Industries Inc., a New Jersey-based maker of lab packaging products. It also acquired Oracle elevator Company, a non-union elevator maintenance and repair company with locations all over the US. Glover said that, with the unspecified Revolution investment, the PE firm’s second fund is about 70% deployed. MTN Capital Partners, the New York-based private equity firm, was a co-sponsor of the deal. Deals in the clothing and sporting goods space have grown in recent months. Most notably was the March deal in which Phillips-Van Heusen acquired Tommy Hilfiger Corp. from Apax Partners for $3 billion. Additionally, more sporting goods deals, like the Kohlberg Sports Group’s acquisition of New York-based Maverik Lacrosse, have taken place in recent months.

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News - MTN initiated this Transaction MTN CAPITAL PARTNERS initiated this Transaction Palladium Equity Partners Completes Acquisition of Capital Contractors, Inc. New York, NY, September 21, 2009 — Palladium Equity Partners, LLC and its affiliates (“Palladium”) announced today that it has advised Palladium Equity Partners III, L.P. (“Fund III”) on the acquisition of Capital Contractors, Inc. and its affiliates (“CCI” or the “Company”) in partnership with Dennis Kaplan, the Company’s President and Chief Operating Officer. Based in Melville, New York, CCI is one of the largest privately held providers of janitorial and facilities maintenance services in North America. The transaction terms were not disclosed. CCI offers a comprehensive range of cleaning and maintenance solutions to thousands of facilities throughout the U.S., Canada and Puerto Rico. With the resources of a large firm and the benefits of a local office network from coast to coast, the Company’s customers range from Fortune 500 companies with hundreds of locations throughout the country to local single-location start-ups. Founded and privately held since 1932, CCI specializes in simplifying the lives of its customers with costeffective and complete cleaning and maintenance solutions, including recently expanded facility maintenance capabilities. Erik Scott, Principal of Palladium, said, “CCI is well known by its customers for providing high quality support and responsive customer service at a competitive price for over 75 years. With its network of offices throughout the U.S. and Canada, the Company is well-positioned to manage large-scale national accounts through a single point of contact, while also serving local businesses with its local knowledge and expertise. We see significant long-term growth potential for a proven, cost-effective provider like CCI, particularly given promising industry trends in outsourcing and vendor consolidation.” Mr. Scott continued, “We look forward to partnering with Dennis Kaplan and his management team to continue the Company’s growth, including enhanced service offerings, expanded industry specializations and continued focus on top-notch customer service.” Dennis Kaplan, President of CCI, stated, “I am extremely pleased to be working with Palladium, a firm with a strong track record as an investor and many years of experience helping companies grow. We believe we are very well-positioned to serve large national customers and local businesses, and with expanded capabilities we look forward to working with current and prospective customers to meet all of their cleaning and facilities needs.” Fund III provided both equity and debt financing for the transaction and Palladium will have three representatives joining the Company’s Board of Directors including Mr. Scott, David Perez and Justin Green. The Company will continue to be run by Dennis Kaplan, who has maintained a meaningful ownership stake in the Company. About Capital Contractors, Inc. (www.capitalcontractors.com) Capital Contractors, Inc. and its affiliates (“CCI”), is one of the largest privately held providers of janitorial and facilities maintenance services in North America. With offices throughout the U.S. and Canada, CCI maintains thousands of facilities and has been successfully serving customers for more than 75 years. About Palladium Equity Partners (www.palladiumequity.com) Palladium Equity Partners, LLC, along with its affiliates (“Palladium”) targets investments in business services companies as well as in financial services, consumer/retail, food/restaurants, healthcare, manufacturing and media businesses. Palladium has a focus on companies that are well-positioned to capitalize on the fast-growing U.S. Hispanic market. The principals of Palladium have directed investments of over $2.5 billion of equity in more than 65 portfolio companies over the last two decades.

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News - MTN Managing Partner speaks at 2009 Capital Roundtable Independent Sponsor Conference Fifth Semi-Annual MasterClass™ On PE Dealmaking by Independent (aka "Fundless") Sponsors & the Investors Who Back Them

How Independent Sponsors Can Prosper During the Recession-Without an Institutional Safety Net CHAIRED BY Richard N. Baum, Managing Partner Consumer Growth Partners LLC Featuring 20 Expert Speakers Including -● Drew H. Adams, Stone Creek Capital Inc. ● Marc C. Bergschneider, Starboard Capital Partners ● Brent E. Brown, Madison Parker Capital ● Howard Brod Brownstein, Nachman Hays Browstein Inc. ● Carl C. Cordova III, Cordova Smart & Williams LLC ● Christopher M. Daley, Pilgrim Capital Partners LLC ● Dominick P. DeChiara, Nixon Peabody LLP ● Brian A. Demkowicz, Huron Capital Partners LLC ● Laurens M. Goff, Goff Management Inc. ● Bennet Goldberg, Hunt Private Equity Group Inc. ● Stephen A. Greene, Eureka Capital Markets LLC ● Neil A. Marks, Praesidian Capital ● Patrick S. Martin, Laurus Transaction Advisors LLC

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● Dan Negrea, MTN Capital Partners LLC ● Daniel E. Pansing, Merit Capital Partners LP ● J. P. Paquin, Brown Brothers Harriman & Co. ● George A. Pfeil III, G. L. Ohrstrom & Co. Inc. ● Drew T. Sawyer, 2SV Capital LLC ● Durant D. Schwimmer, Churchill Financial LLC ● John P. Sheehan, Equis Capital Partners LLC ● William M. Smith, Global Reach Capital LLC ● Jeffrey L. Teeven, Consumer Growth Partners LLC ● David K. Wassong, Soros Fund Management LLC

News - Acquisition Press Release PRESS RELEASE

Argosy Partners and MTN Capital Partners Acquire Joliet Equipment Corporation * Reuters is not responsible for the content in this press release.

Last update: 9:00 a.m. EST Dec. 3, 2008

WAYNE, Pa. & NEW YORK, Dec 3, 2008 (Business Wire) -- Argosy Partners and MTN Capital Partners announced today they have acquired Joliet Equipment Corporation (www.jolietequipment.com), a leading supplier of new and remanufactured AC and DC traction motors for the oil and gas drilling and exploration industries and other high-power, large-motor industrial applications. The company also provides industrial motor repair services. Over its 75 year history, Joliet has built one of the most recognizable names in the motor industry, both domestically and internationally. Mr. Robert LeBlanc, an MTN Operating Partner, advised the investors in this acquisition and has joined Joliet’s board of directors. Mr. LeBlanc was formerly Chief Executive Officer of Handy & Harman, a $400 million manufacturer of industrial products. Senior Debt was provided by Fifth Third Bank and Mezzanine Debt was provided by Ironwood Mezzanine Capital. Equity capital was provided by Argosy, MTN, Mr. LeBlanc, Ironwood Mezzanine Capital, and Joliet Equipment Corporation management. Joliet President Jim Keck will remain active as a consultant to the company and the Joliet management team and employees will continue to provide customers top quality products and service. About Argosy Partners Based in Wayne, Pennsylvania, Argosy Partners (www.argosycapital.com) invests in middle market manufacturing and business service companies and has more than $300 million under management. Joliet is its first investment from AIP IV, a $150 million fund that recently held its first closing. About MTN Capital Partners MTN Capital Partners (www.mtncapital.com) is a private equity firm based in New York that focuses on acquiring middle-market companies. Rubenstein Associates Alex J. Stockham, 212-843-8297 [email protected]

Copyright Business Wire 2008

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News - Acquisition Press Release PRESS RELEASE MTN Transactions: Acquisition of The Orthotics Group and of Langer, Inc. In September 2008, an investment group comprised of PNC Equity Partners, MTN Capital Partners (“MTN”) and the management of The Orthotic Group, Inc. (“TOG”) acquired TOG from its founder. Bank of Montreal provided the senior debt. TOG is the largest Canadian manufacturer of prescription orthotics and orthotic footwear and does business in North America, Europe and Australia. TOG’s new Chief Executive Officer is Mr. Bruce Marrison, a 12 year company veteran who has been responsible for the company’s impressive growth. In October 2008, TOG acquired Langer, Inc., the third largest orthotics manufacturer in the United States who also has a presence in Canada. The combined entity is the second largest orthotics manufacturer in North America. MTN identified the TOG and Langer acquisition opportunities in partnership with Mr. Jason Kraus, a former top executive with Langer and a recognized orthotics industry leader. For questions regarding these transactions, please call Mr. Dan Negrea at 212-400-2670.

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News - Acquisition Press Release

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News - Acquisition Press Release

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News - Acquisition Press Release

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News - Company Press Release Regarding MTN Offer

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Contact Us Managing Partners

Olivier Trouveroy Managing Partner

(212) 400-2667 [email protected]

Dan Negrea Managing Partner

(212) 400-2670 [email protected]

Investment Professionals Ivan L. Lustig Managing Director

(212) 400-2674 [email protected]

Tara Doyle Director, Business Development

212-400-2660 [email protected]

MTN Capital Partners LLC 489 Fifth Avenue 21st Floor New York, NY 10017 Fax: 212-986-1781

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