M&A Deal Summary

TPG and Ares Private Equity Group Acquire ATD

On April 21, 2010, private equity firms TPG and Ares Private Equity Group acquired distribution company ATD from Greenbriar Equity Group, Investcorp and Berkshire Partners for 1.3B USD

Acquisition Highlights
  • This is TPG’s 1st and Ares Private Equity Group’s 1st transaction in the Distribution sector.
  • This is TPG’s 59th and Ares Private Equity Group’s 6th largest (disclosed) transaction.
  • This is TPG’s 103rd and Ares Private Equity Group’s 24th transaction in the United States.
  • This is TPG’s 5th and Ares Private Equity Group’s 2nd transaction in North Carolina.

M&A Deal Summary
Date 2010-04-21
Target ATD
Sector Distribution
Buyer(s) TPG
Ares Private Equity Group
Sellers(s) Greenbriar Equity Group
Investcorp
Berkshire Partners
Deal Type Secondary Buyout
Deal Value 1.3B USD
Advisor(s) BofA Securities (Financial)

Target

ATD

Huntersville, North Carolina, United States
ATD is one of the largest independent suppliers of tires to the replacement tire market. It operates more than 130 distribution centers, including 24 distribution centers in Canada, serving approximately 80,000 customers across the U.S. and Canada. ATD was established in 1935 and is based in Huntersville, North Carolina.

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Buyer(S) 2

Buyer

TPG

Fort Worth, Texas, United States

Investor Investor Investor Investor

Category Private Equity Firm
Founded 1992
PE ASSETS 137.0B USD
Size Mega
Type Sector Agnostic
DESCRIPTION

TPG Capital is a global, mega-sized private investment firm that manages a family of funds focused on private equity, real estate, venture capital, public equity and debt investing. TPG invests in opportunities across a broad range of industries and geographies. TPG generally seeks to invest in established businesses that can benefit from the Firm's operational experience and connections. Industries of interest include consumer, retail, healthcare, industrials, digital media, natural resources, energy, real estate, technology, and software. TPG was formerly known as Texas Pacific Group and was originally established in 1992 by David Bonderman, James Coulter and William Price. The Firm is based in Forth Worth, Texas with additional offices in Europe, Asia, and Australia.

DEAL STATS #
Overall 146 of 421
Sector (Distribution) 1 of 4
Type (Secondary Buyout) 8 of 72
State (North Carolina) 5 of 8
Country (United States) 103 of 276
Year (2010) 6 of 28
Size (of disclosed) 59 of 105
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2010-04-13 Lilliput Kidswear

New Delhi, India

Lilliput Kidswear is a retailer of kids' apparel and accessories with a pan-nation distribution network, capacity to manufacture 11 million units per annum, and a strong and highly visible brand — 'Lilliput'. Lilliput is a cost leader because of its strong in-house manufacturing capability, which enables it to sell its merchandise to a price-sensitive target customer base at a discount to the international brands and other organized retailers and still earn attractive margins.

Buy $60M
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2010-06-01 Manipal Group

Bengaluru, India

Manipal Group is a pioneer in healthcare, Manipal Hospitals is among the top five healthcare providers in India serving over three million patients annually. Its focus is to develop an affordable, high-quality healthcare framework through its multispecialty and tertiary care delivery spectrum and further extend it to homecare. Manipal Group is based in Bengaluru, India.

Buy -
Buyer

Ares Private Equity Group

Los Angeles, California, United States

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 2003
PE ASSETS 20.0B USD
Size Mega
Type Sector Agnostic
DESCRIPTION

Ares Private Equity Group is the private equity arm of Ares Management, a global alternative asset manager. The Ares Private Equity Group specializes in opportunistic majority/shared control investments in under-capitalized middle-market companies. Ares looks for companies with strong franchises and attractive growth opportunities. The Group prefers to be the lead investor and will invest across the capital structure, including common equity, preferred equity, convertible equity/debt and senior debt. Areas of interest include business services, defense, healthcare, manufacturing, industrial, energy and consumer products and services. Ares Private Equity Group was formed in 2003 and is based in Los Angeles, California.

DEAL STATS #
Overall 25 of 98
Sector (Distribution) 1 of 1
Type (Secondary Buyout) 8 of 39
State (North Carolina) 2 of 4
Country (United States) 24 of 82
Year (2010) 1 of 6
Size (of disclosed) 6 of 20
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2010-04-01 ForeSite Towers

Birmingham, Alabama, United States

ForeSite Towers, LLC is a fully integrated owner, operator and developer of communication towers dedicated to providing comprehensive network services to the wireless and broadcasting industries.

Sell -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2010-04-23 Service Champ

Chalfont, Pennsylvania, United States

Service Champ is an distributor of automotive aftermarket maintenance parts and accessories to oil change shops, distributing over 4,500 consumable products, including oil filters, air filters, wiper blades, and chemicals, to locations in the United States and Canada.

Sell $87M

Seller(S) 3

SELLER

Greenbriar Equity Group

Rye, New York, United States

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 1999
PE ASSETS 10.0B USD
Size Mega
Type Sector Focused
DESCRIPTION

Greenbriar Equity Group is a specialized private equity firm focused on investing in the global transportation and advanced manufacturing industries. Companies of interest include traditional carriers, such as railroads, cruise lines, airlines, air freight, shipping, and trucking, as well as ancillary manufacturers and service companies that support the transportation industry. Greenbriar will consider making majority as well as minority investments through a variety of structures, including leveraged buyouts, recapitalizations, growth capital investments, corporate joint ventures and privatizations. The Firm targets businesses valued from $100 million to $1 billion. Greenbriar Equity was formed in 1999 and is based in Rye, New York.

DEAL STATS #
Overall 2 of 26
Sector (Distribution) 1 of 4
Type (Secondary Buyout) 1 of 11
State (North Carolina) 1 of 1
Country (United States) 2 of 22
Year (2010) 1 of 2
Size (of disclosed) 1 of 7
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2007-10-29 AmSafe

Phoenix, Arizona, United States

AmSafe, Inc. is a provider of highly engineered, proprietary safety and securement systems for the aviation, air cargo, military and specialty vehicle markets.

Buy -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2010-06-01 Electro-Motive Diesel

Lagrange, Illinois, United States

Electro-Motive Diesel designs, manufactures, and sells diesel-electric locomotives for the commercial railroad applications in the United States and internationally. The company provides railway transport and diesel engine solutions for intercity passenger, commuter, switching, freight, industrial, and mining applications. It also provides diesel power engines for marine propulsion, offshore and land based oil well drilling rigs, and stationary power generation, as well as OEM parts and services for rail, marine, and power generation applications.

Sell $820M
SELLER

Investcorp

New York, New York, United States

Investor Investor Investor Investor Investor

Category Asset Manager
Founded 1982
PE ASSETS 53.0B USD
Size Mega
Type Sector Agnostic
DESCRIPTION

Investcorp is a global investment group focused on a variety of investment disciplines. Practice areas include private equity in North America and Western Europe, hedge funds, US real estate, technology investments, and Middle Eastern private equity. Within North America/Europe private equity, Investcorp targets market leaders with proven track records. It looks to invest $15 to $50 million in companies with revenues of $10 to $250 million. Investcorp's technology group sponsors growth-oriented control investments in the tech sector. Investcorp's Middle East practice focuses on buyout/build opportunities in North Africa and the Gulf Region. Target sectors include services, infrastructure, manufacturing, and energy. Investcorp was formed in 1982 and is based in Manama, Bahrain.

DEAL STATS #
Overall 44 of 106
Sector (Distribution) 2 of 7
Type (Secondary Buyout) 10 of 36
State (North Carolina) 2 of 2
Country (United States) 29 of 62
Year (2010) 2 of 4
Size (of disclosed) 4 of 43
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2010-04-08 Antenna Software

Jersey City, New Jersey, United States

Antenna Software provides mobile workers with secure access to corporate data and applications wherever and whenever it's needed. Antenna's products connect handheld computers securely to major Customer Relationship Management (CRM), Sales Force Automation (SFA), and Enterprise Resource Planning (ERP) inventory and order-processing applications. Vaultus Mobile Platform (VPM), a pure Java client-server software platform and development environment, assists the rapid development and successful deployment of mobile enterprise applications.

Buy -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2010-05-03 Sophos

Abingdon, United Kingdom

Sophos is a provider of information technology security and data protection solutions. Sophos' cloud-native and AI-enhanced solutions secure endpoints (laptops, servers and mobile devices) and networks against evolving cybercriminal tactics and techniques, including automated and active-adversary breaches, ransomware, malware, exploits, data exfiltration, phishing, and more. Sophos was founded in 1985 and is based in Abingdon, United Kingdom.

Buy $830M
SELLER

Berkshire Partners

Boston, Massachusetts, United States

Investor Investor Investor Investor Investor

Category Private Equity Firm
Founded 1984
PE ASSETS 16.0B USD
Size Mega
Type Sector Agnostic
DESCRIPTION

Berkshire Partners is a private equity firm focused on investing in businesses with strong management and that lead their respective markets. Berkshire will consider investments in both public and private companies. Prospective transactions for private companies include leveraged buyouts, recapitalizations, growth capital financings, and privatizations. Public company transactions include take-privates, PIPEs, and equity stakes. Berkshire generally looks to invest $150 to $500 million of equity capital per transaction in companies valued up to $2 billion. Sectors of interest include industrial manufacturing, consumer products, retailing, transportation, communications and business services. Berkshire Partners was formed in 1984 and is based in Boston, Massachusetts.

DEAL STATS #
Overall 26 of 61
Sector (Distribution) 2 of 4
Type (Secondary Buyout) 5 of 16
State (North Carolina) 2 of 2
Country (United States) 23 of 52
Year (2010) 1 of 5
Size (of disclosed) 6 of 16
PREVIOUS DEAL
DATE TARGET DEAL TYPE VALUE
2009-10-13 Grocery Outlet

Emeryville, California, United States

Grocery Outlet is a value retailer of quality, name-brand consumables and fresh products sold through a network of independently operated stores. Grocery Outlet has more than 350 stores in California, Washington, Oregon, Pennsylvania, Idaho and Nevada. Grocery Outlet stores carry an ever-changing assortment of “WOW!” deals, complemented by everyday staple products. Grocery Outlet was founded in 1946 and is based in Emeryville, California.

Buy -
FOLLOWING DEAL
DATE TARGET DEAL TYPE VALUE
2010-05-26 Skillsoft

Nashua, New Hampshire, United States

Skillsoft provides cloud-based learning solutions for its customers worldwide, ranging from global enterprises, government, and education to mid-sized and small businesses. Skillsoft's customer support teams draw on a wealth of in-house experience and a comprehensive learning e-library to develop off-the-shelf and custom learning programs tailored to cost-effectively meet customer needs. Skillsoft was formed in 1998 and is based in Nashua, New Hampshire.

Buy -
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