M&A Deal Summary

Penfund, OMERS Private Equity, Hellman & Friedman and Leonard Green & Partners Acquire Caliber

On November 20, 2013, mezzanine finance firm Penfund, private equity firm OMERS Private Equity, private equity firm Hellman & Friedman and private equity firm Leonard Green & Partners acquired automotive company Caliber from ONCAP Management Partners and Penfund

Acquisition Highlights
  • This is Penfund’s 3rd, OMERS Private Equity’s 2nd, Hellman & Friedman’s 1st and Leonard Green & Partners’ 2nd transaction in the Automotive sector.
  • This is Penfund’s 4th, OMERS Private Equity’s 11th, Hellman & Friedman’s 39th and Leonard Green & Partners’ 46th transaction in the United States.
  • This is Penfund’s 2nd, OMERS Private Equity’s 2nd, Hellman & Friedman’s 4th and Leonard Green & Partners’ 8th transaction in Texas.

M&A Deal Summary
Date 2013-11-20
Target Caliber
Sector Automotive
Buyer(s) Penfund
OMERS Private Equity
Hellman & Friedman
Leonard Green & Partners
Sellers(s) ONCAP Management Partners
Penfund
Deal Type Secondary Buyout
Advisor(s) BB&T Capital Markets
Harris Williams & Co. (Financial)

Target

Caliber

Lewisville, Texas, United States
Caliber is a multi-site operator of auto body collision repair centers in the United States with a nationwide footprint that includes over 1,000 centers. Caliber provides repair solutions that enable its insurance company partners to improve customer satisfaction and drive policyholder retention while also reducing repair costs in the claims process. Caliber was founded in 1997 and is based in Lewisville, Texas.

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Buyer(S) 4

Buyer

Penfund

Toronto, Ontario, Canada

Investor Investor Investor Investor Investor

Category Mezzanine Finance Firm
Founded 1979
PE ASSETS 2.7B CAD
Size Large
Type Sector Agnostic
DESCRIPTION

Penfund is a private investment firm that provides equity, junior capital, and alternative financing to Canadian-based middle-market companies with EBITDA of at least C$20 million. Penfund can commit up to C$225 million per transaction. Penfund does not have any industry preferences and its investments are generally used to support growth needs, recapitalization, shareholder liquidity, acquisitions, and buyouts. Penfund was formed in 1979 and is based in Toronto.

DEAL STATS #
Overall 13 of 28
Sector (Automotive) 3 of 4
Type (Secondary Buyout) 4 of 12
State (Texas) 2 of 2
Country (United States) 4 of 14
Year (2013) 2 of 2
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2013-08-06 Access Flower Trading

Oakville, Ontario, Canada

FlowerBuyer.com is owned and operated by Access Flower Trading Inc., a privately held corporation operating e-services for commercial flower buyers. It is strictly a B2B website and is unique in the cut-flower industry.

Sell -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2014-03-14 SureWerx

Coquitlam, British Columbia, Canada

SureWerx is a supplier of professional safety products, tools, and equipment. The company offers access to its brands through its partner distributor network servicing the industrial, construction, safety, and automotive aftermarket markets globally. SureWerx was founded in 1957 and is based in Coquitlam, British Columbia.

Buy -
Buyer

OMERS Private Equity

Toronto, Ontario, Canada

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 1987
PE ASSETS 19.8B CAD
Size Mega
Type Sector Agnostic
DESCRIPTION

OMERS Private Equity, Inc. is the private equity arm of the Ontario Municipal Employees Retirement System. OMERS invests in buyout, venture, and mezzanine funds as well as makes direct private equity investments in North American companies with and enterprise value of $200 million to 1.5 billion. Target sectors include manufacturing, financial and business services, industrial and consumer products, transportation, and technology. OMERS Private Equity was formed in 1987 and is based in Toronto, Ontario.

DEAL STATS #
Overall 30 of 55
Sector (Automotive) 2 of 2
Type (Secondary Buyout) 13 of 33
State (Texas) 2 of 4
Country (United States) 11 of 28
Year (2013) 3 of 3
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2013-10-24 Public Mobile

Toronto, Ontario, Canada

Public Mobile, Inc. is a provider of unlimited talk, text and data services to value conscious customers in Ontario and Quebec.

Sell -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2014-02-03 Maxxam Analytics International

Mississauga, Ontario, Canada

Maxxam Analytics International Corp. is a privately held laboratory services provider, serving an extensive customer base with a national network of laboratories and a team of dedicated and experienced management and scientific professionals. Maxxam provides testing services to the environmental, oil and gas, petrochemical, construction, general manufacturing, food and nutrition and government sectors.

Sell CA$650M
Buyer

Hellman & Friedman

San Francisco, California, United States

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 1984
PE ASSETS 50.0B USD
Size Mega
Type Sector Agnostic
DESCRIPTION

Hellman & Friedman (H&F) is a large private equity firm on the West Coast of the US. H&F focuses on control and minority investments in a variety of transaction structures and will consider opportunities across the US and Europe. H&F seeks buyouts and business in need of restructurings that operate in defensible markets with predictable revenue and earnings growth. Target sectors include financial services, healthcare, indusrial, energy, insurance, media, marketing, professional services, software, and information services. H&F's target equity investment size is $300 million to $1 billion. Hellman & Friedman was formed in 1984 and has offices in San Francisco, New York City, and London.

DEAL STATS #
Overall 56 of 88
Sector (Automotive) 1 of 4
Type (Secondary Buyout) 13 of 26
State (Texas) 4 of 7
Country (United States) 39 of 61
Year (2013) 3 of 4
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2013-08-19 CARPROOF

London, Ontario, Canada

CARPROOF Corp. is a provider of automotive vehicle history reports to dealers, auto auctions, original equipment manufacturers, lenders, insurers, governments, law enforcement agencies and consumers.

Buy -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2013-11-21 Scout24

Munich, Germany

Scout24 is a proivder of online market places. The six marketplaces of the Scout24 Group - ImmobilienScout24, AutoScout24, FriendScout24, FinanceScout24, JobScout24 and TravelScout24 - are present in 22 countries As a strong partner, Scout supports its customers in important decisions, in particular in the fields of housing, mobility, partnership and finance. Scout24 was founded in 1998 and is based in Munich, Germany.

Buy €2.0B
Buyer

Leonard Green & Partners

Los Angeles, California, United States

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 1989
PE ASSETS 75.0B USD
Size Mega
Type Sector Agnostic
DESCRIPTION

Leonard Green & Partners is a mega-sized private equity firm that invests in established companies that are leaders in their respective markets. Leonard Green will consider investments in consumer and business services, consumer products, distribution, media, and retail. Typical transaction values for acquisitions are between $500 million and $2 billion, however, the firm is capable of closing transactions valued up to $5 billion. Types of transactions include public-to-private, recapitalizations of privately held businesses, growth capital, equity capital to facilitate acquisitions, turnarounds/restructurings, and acquisitions of divisions/assets from large corporations. Leonard Green & Partners was formed in 1989 and is based in Los Angeles, California.

DEAL STATS #
Overall 48 of 102
Sector (Automotive) 2 of 3
Type (Secondary Buyout) 9 of 47
State (Texas) 8 of 16
Country (United States) 46 of 94
Year (2013) 4 of 5
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2013-11-11 BrightView

Blue Bell, Maryland, United States

BrightView is a provider of commercial landscaper, designs, creates, and maintains the landscapes on earth and provides comprehensive snow and ice removal services. BrightView was founded in 1939 and is based in Blue Bell, Maryland.

Sell $1.6B
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2013-12-10 Lucky Brand

Los Angeles, California, United States

Lucky Brand is a fashion designer and manufacturer of premium denim in North America. Vintage-inspired jeans, broken-in graphic tees, classic leather motorcycle jackets, and bohemian styles all capture the laidback vibes and authenticity of Lucky. Lucky currently has over 230 locations in North America and is sold in select department stores and independent boutique retail locations. The company also interacts with customers and offers its products through its own direct-to-consumer website. Lucky Brand was formed in 1990 and is based in Los Angeles, California.

Buy $225M

Seller(S) 2

SELLER

ONCAP Management Partners

Toronto, Ontario, Canada

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 1999
PE ASSETS 1.8B USD
Size Large
Type Sector Agnostic
DESCRIPTION

ONCAP is the mid-market private equity business of Onex Corporation. ONCAP looks to invest in small and mid-sized North American businesses where it can commit $20 to $200 million of equity capital. ONCAP considers investment opportunities in a wide range of industry sectors. Situations of interest include, complete or partial sales of a closely held private companies, divestitures, companies seeking equity capital to pursue key strategic initiatives, and take privates. ONCAP was established in 1999 and is based in Toronto.

DEAL STATS #
Overall 9 of 18
Sector (Automotive) 1 of 2
Type (Secondary Buyout) 2 of 7
State (Texas) 2 of 3
Country (United States) 2 of 9
Year (2013) 2 of 2
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2013-06-01 BSN Sports

Dallas, Texas, United States

BSN SPORTS, Inc. (“BSN”), formerly, Sports Supply Group, Inc. is the leading marketer, manufacturer and distributor of sporting goods and team uniforms in the U.S. and markets via three million direct catalogs, a 50-person telesales team, more than 200 direct sales professionals, over 50 Platinum resellers and a family of company-controlled websites to 100,000 institutional customers, including schools, churches, camps, colleges, and youth sports programs.

Sell -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2014-08-22 Mister Car Wash

Tucson, Arizona, United States

Mister Car Wash operates car washes and lube centers across the US. Mister Car Wash was founded in 1996 and is headquartered in Tucson, Arizona.

Sell -
SELLER

Penfund

Toronto, Ontario, Canada

Investor Investor Investor Investor Investor

Category Mezzanine Finance Firm
Founded 1979
PE ASSETS 2.7B CAD
Size Large
Type Sector Agnostic
DESCRIPTION

Penfund is a private investment firm that provides equity, junior capital, and alternative financing to Canadian-based middle-market companies with EBITDA of at least C$20 million. Penfund can commit up to C$225 million per transaction. Penfund does not have any industry preferences and its investments are generally used to support growth needs, recapitalization, shareholder liquidity, acquisitions, and buyouts. Penfund was formed in 1979 and is based in Toronto.

DEAL STATS #
Overall 10 of 19
Sector (Automotive) 2 of 3
Type (Secondary Buyout) 2 of 6
State (Texas) 1 of 1
Country (United States) 3 of 10
Year (2013) 3 of 3
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2013-08-06 Access Flower Trading

Oakville, Ontario, Canada

FlowerBuyer.com is owned and operated by Access Flower Trading Inc., a privately held corporation operating e-services for commercial flower buyers. It is strictly a B2B website and is unique in the cut-flower industry.

Sell -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2014-03-14 SureWerx

Coquitlam, British Columbia, Canada

SureWerx is a supplier of professional safety products, tools, and equipment. The company offers access to its brands through its partner distributor network servicing the industrial, construction, safety, and automotive aftermarket markets globally. SureWerx was founded in 1957 and is based in Coquitlam, British Columbia.

Buy -
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