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Lightower Fiber Networks to Merge with Fibertech Networks

BOXBOROUGH, MA and ROCHESTER, NY – April 27, 2015 – Lightower Fiber Networks, a leading provider of custom, high-capacity network services that ensure optimal application and business performance, and Fibertech Networks, a leading provider of fiber-optic based network services throughout mid-size cities in the Eastern and Central regions of the United States, today announced that they have entered into a definitive agreement to merge. The agreement is an all-cash transaction valued at $1.9 billion, which will be funded through a combination of equity and debt. Lightower’s existing financial backers, Berkshire Partners, Pamlico Capital and ABRY Partners, will each provide additional equity to support the transaction. The combined company will be led by current Lightower CEO, Rob Shanahan. The merger is pending regulatory approvals and is expected to close in the third quarter of 2015.

“The combination of Lightower and Fibertech is a win for customers by enabling us to serve more locations, across a wider area, and with more service options – all with the same superior level of reliability and customer support,” stated Rob Shanahan, CEO of Lightower. “Lightower and Fibertech have built distinct networks in their respective regions that will be very complementary when merged. In addition, we plan to continue to invest capital in these regions for additional network expansion.”

The combined company will own and operate a high-performance, fiber-based network throughout the Northeast, Mid-Atlantic and Midwest. The company will offer customers over 30,000 route miles of fiber network providing access to nearly 5,000 wireless towers and almost 13,000 on-net service locations, including commercial buildings, data centers, financial exchanges, content hubs and other critical communications facilities.

“This merger between our two high growth companies is a very positive development for both organizations, both customer bases and both sets of employees,” said John Purcell, CEO of Fibertech. “Bringing together these two talented teams under an integrated leadership group will be a great cultural fit, while also broadening opportunities and career growth for employees.”
“We are excited about Lightower and Fibertech coming together. Both companies operate outstanding networks with distinct and complementary footprints, making this a natural fit,” explained Randy Peeler, Managing Director of Berkshire. “We have invested in the telecommunications infrastructure space for nearly 20 years and believe that the combined company, with its incredibly robust network, is well positioned for continued growth serving customers with an ever-increasing need for high-performance bandwidth.”

More Areas Served, More Locations, More Routes, More Services, More Customer Options

Lightower and Fibertech have very complementary networks and geographic footprints. The combination of the two accelerates the growth strategies employed by both companies to provide best-in-class, fiber-based networking solutions to enterprise, carrier and government customers. The combined company will provide customers with access to more services in more locations across a broader geographic area while also offering additional and diverse routes between locations. The combined network will also dramatically increase the number of data centers, financial exchanges, interconnection facilities, and wireless towers that are served with fiber-based access.

Lightower and Fibertech both currently offer fiber-based service portfolios comprised of Ethernet, dark fiber, wavelengths, Internet access, private networks and colocation services. Both companies also offer industry-specific solutions for financial services, health care, government, education, media, content providers, wireless and wireline carriers, and also cloud and data center connectivity.

Additional terms of the deal were not disclosed.

Current Lightower Fiber Networks investors include Berkshire Partners, Pamlico Capital, and ABRY Partners. Current Fibertech Networks investors include Court Square Capital Partners.
Financing commitments in support of the transaction have been provided by J.P. Morgan and Highbridge Principal Strategies, LLC. Ropes & Gray, LLP is providing legal counsel to Berkshire Partners and Lightower.

Court Square is being advised by Evercore Partners, Inc. and TD Securities in the transaction, with Dechert LLP providing legal counsel.

In March 2015, Lightower also announced its acquisition of ColocationZone – an enterprise-class data center provider in Chicago.

About Lightower Fiber Networks
Lightower Fiber Networks is a leading, all-fiber provider of custom, high-capacity network services that ensure optimal application and business performance. Serving enterprise, government, carrier and data center customers, our comprehensive suite of fiber-based solutions is delivered across a robust, dense and highly-reliable network. The company offers over 20,000 route miles of network, providing access to over 8,500 service locations throughout the Northeast, Mid-Atlantic and Chicago Metro with connectivity to critical international landing sites. Lightower Fiber Networks is headquartered in Boxborough, MA. For more information, visit www.lightower.com or call 1.888.LT.FIBER.

About Fibertech Networks
Headquartered in Rochester, N.Y., Fibertech Networks is a leading provider of fiber-optic based network services in 30 mid-size service areas across the Eastern and Central U.S., and is led by Court Square Capital Partners of New York, N.Y. The company currently owns and operates a fiber optic network of more than 12,000 route miles, which contains more than 7,000 on-net locations with over 4,000 cell sites with its fiber-only network infrastructure. With this network, Fibertech serves wireline and wireless carriers, data centers, large enterprises, and facilities in the higher education, health care, and government verticals. For more information, visit www.fibertech.com.

About Berkshire Partners LLC
Berkshire Partners, the Boston-based investment firm, has invested in over 100 middle market companies since 1986 through eight investment funds with aggregate capital commitments of over $11 billion. Berkshire has developed specific industry experience in several areas, including communications, consumer products and retail, business services, industrial manufacturing and transportation. Within communications, the firm has particular expertise in infrastructure investments including Crown Castle International (NYSE:CCI) and The Telx Group. Berkshire has a strong history of partnering with management teams to grow the companies in which it invests, with the goal of consistently achieving superior investment returns. The firm seeks to invest $50 million to $500 million of equity capital in each portfolio company. For additional information, visit www.berkshirepartners.com or call 617-227-0050.

About Court Square Capital Partners
Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments, including several landmark transactions, and has developed numerous businesses into leaders in their respective markets. Based in New York, N.Y., Court Square invests in companies that have compelling growth potential. The firm manages over $5 billion in aggregate capital commitments while focusing on the following four sectors: business services, general industrial, healthcare and technology / telecommunications. For more information on Court Square, please visit www.courtsquare.com.

Source: Lightower Networks

Site: https://www.lightower.com/company/news/press-releases/lightower-fiber-networks-to-merge-with-fibertech-networks/#.VrPzwbIrJD8

Cardinal Health to Buy Harvard Drug Group for $1.12 Billion

June 5, 2015 – Bloomberg – Cardinal Health Inc. said it will buy the Harvard Drug Group from Court Square Capital Partners for $1.12 billion to increase its distribution of generic drugs.

Cardinal Health will fund the acquisition with cash and new debt, the Dublin, Ohio-based company said Friday in a statement. The purchase will add more than 15 cents to earnings per share from continuing operations in fiscal-year 2016, it said.

Harvard Drug Group, a Livonia, Michigan-based distributor of generic drugs and over-the-counter remedies, had revenue of about $450 million last year, according to the statement. The purchase will also bolster Cardinal Health’s telesales capabilities and add specialized packaging options desired by hospitals.

“We view the transaction as ‘right down the middle’ given the obvious strategic rationale and attractive financial considerations,” said Ross Muken, an analyst with Evercore-ISI. “This should prove to be a welcome surprise.”

Cardinal Health agreed in March to buy Johnson & Johnson’s Cordis business for about $1.94 billion, bulking up the medical distributor’s device-making capabilities. It plans to issue $1.5 billion in new debt to fund the Cordis and Harvard Drug Group purchases.

Deal Timeline
Cardinal Health fell 1.5 percent to $86.34 at 9:37 a.m. in New York. The drug distributor’s shares have advanced 24 percent in the past 12 months, as of Thursday’s close, giving the company a market value of $29 billion.

Court Square Capital Partners, a New York-based private-equity firm, bought Harvard Drug Group in 2010 for an undisclosed price. Cardinal Health’s purchase is expected to be completed in the year ending in June 2016, the company said.

The law firm Jones Day advised Cardinal Health on the deal, while Harvard Drug Group was advised by Dechert LLP. Credit Suisse Group AG served as Harvard Drug Group’s financial adviser.

Source: Bloomberg, David Risser
Site: https://www.bloomberg.com/news/articles/2015-06-05/cardinal-health-to-buy-harvard-drug-group-for-1-1-billion

Pentair to buy Erico Global for $1.8 Billion

Activist investor Trian has urged U.K.-based Pentair to strike deals

August 17, 2015 – The Wall Street Journal – Pentair PLC has agreed to buy Erico Global Co. of the U.S. for $1.8 billion in cash, including the repayment of debt, after coming under pressure from activist investor Trian Fund Management LP to strike deals.

The U.K.-based industrial manufacturing company said the deal, its largest since merging with Tyco International PLC’s former pipe-and-valve unit in 2012, will expand its presence in the commercial and industrial sectors.

Pentair’s valve and controls business has been hurt recently by weakness in the energy sector. Chief Executive Randall Hogan said in an interview Monday that the addition of Erico’s engineered electrical and fastening products will reduce the company’s exposure to oil-price fluctuations.

Shares in Pentair were up 1.4% at $62.52 each on the New York Stock Exchange on Monday afternoon.

“We have similar cultures and serve similar industries with complementary products, which will create a broader and stronger offering for our end users,” Mr. Hogan said.

Earlier this year, Trian revealed a 7% stake in Pentair, which makes pumps and valves used in things as diverse as oil refineries and backyard pools, asking the company to consider buying up rivals in an effort to consolidate the fragmented market for the specialized parts.

Trian had been impressed by Mr. Hogan’s prior deal making and ability to integrate acquisitions into Pentair, and believed he could continue to grow the company through larger purchases, people familiar with the matter had said.

The New York investment fund declined to comment on Monday’s deal.

Mr. Hogan said Pentair has considered acquiring Erico for a decade, and talks became serious about six months ago amid a change in leadership at Erico. Mr. Hogan said the transaction “stretches our balance sheet,” but he added that Pentair will continue to look for deals.

Pentair has an advantage over some U.S. rivals because its operations in Ireland, where it is incorporated, and the U.K. give it a lower corporate tax rate. The desire to decrease taxes has spurred a spate of deals during the past year, as companies look for ways to boost profits in a slow-growth economy.

In recent years, Pentair has been focused on integrating the Tyco business. The company exceeded the cost savings it expected to pull out of the combination but has fallen short of the earnings goals it set.

Pentair said it expects the deal for Erico, slated to close by the end of the year, to add more than 40 cents to its adjusted per-share earnings next year.

Source: The Wall Street Journal, Chelsea Dulaney

Site: https://www.wsj.com/articles/pentair-to-buy-erico-global-for-1-8-billion-1439811351

AHEAD Announces Partnership with Court Square Capital Partners

November 3, 2015 – Today is a big day for AHEAD. We have decided to engage in a partnership with Court Square Capital Partners – a premier, long-term private equity investor. The first question you may ask is “Why?”. My simple answer is opportunity.

AHEAD has experienced rapid growth since the company was founded in 2007. This growth has been a result of our passion and desire to continually invest in innovative solutions that drive outcomes for our clients. Given these investments, we find ourselves in a very unique position. We are able to help clients build multi-year strategies that bridge the gap between where they are today and how they take advantage of key advances in technology. In addition, we have built the expertise to help clients take action and deploy those strategies. This approach has enabled us to grow at a faster rate in the last two years than the prior six.

Our opportunity with this partnership is to continue to invest, grow, and better serve our clients. Over the coming years, you will see us continue to aggressively develop new solutions in Enterprise Service Management, Cloud Infrastructure, Mobility, and several new areas. These areas are rapidly coming together to provide a more holistic and impactful platform for the delivery of next generation services and applications. This is our collective opportunity.

I am very excited about our new partnership and the possibilities it will provide. Stay tuned as we continue to accelerate forward!

Thank you,
Dan Adamany

About Court Square
Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments, including several landmark transactions, and has developed numerous businesses into leaders in their respective markets. Based in New York, N.Y., Court Square invests in companies that have compelling growth potential. The firm manages approximately $5 billion in aggregate capital commitments while focusing on the following four sectors: business services, general industrials, healthcare and technology/telecommunications. For more information on Court Square, please visit www.courtsquare.com

Source: AHEAD
Site: https://blog.thinkahead.com/ahead-announces-partnership-with-court-square-capital-partners

Pike Shareholders to Receive Cash of $12.00 Per Share in Transaction Led by Court Square Capital Partners

August 4, 2014 – Globe Newswire – Pike Corporation (NYSE:PIKE), one of the nation’s largest specialty construction and engineering firms serving the electric power industry, announced today that it has signed a definitive merger agreement under which investment firm Court Square Capital Partners in partnership with J. Eric Pike, the Company’s Chairman and Chief Executive Officer, will acquire the Company in a transaction in which each of the Company’s shareholders will receive $12.00 in cash, without interest and less any applicable withholding taxes, for each share of the Company’s common stock they hold. The price represents a premium of approximately 50.8 percent over the Company’s closing price on August 1, 2014, and a premium of approximately 39.6 percent over the 30‑day volume-weighted average closing prices leading up to that date.

The Board of Directors of the Company, acting on the unanimous recommendation of a Special Committee comprised entirely of independent and disinterested directors, adopted the merger agreement and resolved to submit it to the Company’s shareholders for their approval. The transaction is expected to be completed in the second quarter of the Company’s 2015 fiscal year, or the fourth quarter of calendar year 2014, subject to receipt of approval from the Company’s shareholders and regulatory approvals, and satisfaction of other customary closing conditions.

The merger agreement provides for a 30-day “go-shop” period, during which the Special Committee – with the assistance of its independent financial advisor BofA Merrill Lynch – will actively solicit, and to the extent received, evaluate and potentially enter into negotiations with parties that offer alternative proposals to acquire the Company.

James L. Turner, Chairman of the Special Committee and lead independent director of the Company’s Board of Directors, said: “The Special Committee and its advisors conducted a disciplined and independent process intended to ensure the best outcome for shareholders. We are very pleased with this transaction and believe that it maximizes shareholder value.”

Mr. Pike said: “I believe this transaction will open an exciting new chapter for the Company, our employees and customers. We can deliver immediate value to shareholders, while we continue the integration of our acquired companies and our national service line expansion.

“The Company has made solid progress executing our diversified service strategy, but I recognize that it will still take more time, investment and patience. For these reasons, I believe our efforts will be better supported by partnering with Court Square and operating in a private environment. I am committed to this journey and plan to make a significant investment in this transaction with Court Square, an experienced and well respected investor with an outstanding reputation. We are committed to delivering an unmatched customer experience and excited to pursue the path ahead.”

Mr. Pike will continue to lead the Company as Chairman and Chief Executive Officer and will maintain a significant equity investment in the Company by contributing most of his equity in the Company to the new company in connection with the transaction. The Company will continue to be headquartered in Mount Airy, North Carolina.

The transaction will be financed through cash funded by an investment fund affiliated with Court Square, equity contributed by Mr. Pike and his affiliates, debt financing that has been committed by J.P. Morgan Securities LLC, KeyBank National Association and SunTrust Bank, and cash on hand. There is no financing condition to the closing of the merger.
For further information regarding all terms and conditions contained in the definitive merger agreement, please see the Company’s Current Report on Form 8-K, which will be filed in connection with this transaction.

BofA Merrill Lynch is acting as exclusive financial advisor to the Special Committee of the Board of Directors of Pike Corporation. McGuireWoods LLP is acting as independent legal advisor to the Special Committee. Moore & Van Allen PLLC is acting as legal advisor to Pike Corporation and its Board of Directors. Stephens, Inc. is acting as financial advisor to Court Square, and Dechert LLP is acting as legal advisor to Court Square. Mr. Pike is advised by separate counsel.

About Pike
Pike Corporation, formerly known as Pike Electric Corporation, is one of the nation’s largest specialty construction and engineering firms serving over 300 investor-owned, municipal and cooperative utilities in the United States. Our comprehensive services include facilities planning and siting, permitting, engineering, design, installation, maintenance and repair of electric and communication infrastructure. Our common stock is traded on the New York Stock Exchange under the symbol PIKE. For more information, visit us online at www.pike.com.

About Court Square
Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments, including several landmark transactions, and has developed numerous businesses into leaders in their respective markets. Based in New York, NY, Court Square invests in companies that have compelling growth potential. The firm manages over $6 billion in aggregate capital commitments while focusing on the following four sectors: business services, general industrial, healthcare and technology/telecommunications. For more information on Court Square, please visit www.courtsquare.com.
Source: Pike Corporation
Site: https://globenewswire.com/news-release/2014/08/04/655681/10092695/en/Pike-Shareholders-to-Receive-Cash-of-12-00-Per-Share-in-Transaction-Led-by-Court-Square-Capital-Partners.html

PRV Aerospace, LLC Closes Acquisition of Astro Spar, Inc.

EVERETT, Wash.–(BUSINESS WIRE)–PRV Aerospace, LLC (“PRV Aerospace”), a portfolio company of Court Square Capital Partners (“Court Square”), announced today that it has acquired all of the outstanding stock of Astro Spar, Inc. (“Astro Spar” or the “Company”). Located in City of Industry, California, Astro Spar is a manufacturer of long, complex, precision-machined components and assemblies for the commercial and military aerospace industries.

“The capabilities of Astro Spar, its aircraft platform positions, the strength of the management team and a strong presence in the commercial aerospace market fit well with our existing businesses and overall strategic direction,” said Richard Wood, CEO of PRV Aerospace. “We look forward to partnering with the Astro Spar management team, which will continue to be led by Omar Khan, and the employees, to build on the Company’s excellent reputation and further expand the range of products and services we offer to our customers.”

Debt financing for the transaction was provided by GE Antares Capital and Ares Capital Corporation. AeroAdvisory, LLC provided strategic advice and due diligence and purchase agreement negotiation support to PRV Aerospace management. Janes Capital Partners acted as exclusive financial advisor to Astro Spar.

For more information, the full press release is available at:
https://www.businesswire.com/news/home/20130103006131/en/PRV-Aerospace-LLC-Closes-Acquisition-Astro-Spar

About Court Square Capital Partners
Court Square Capital is one of the most experienced private equity firms in the industry. Since 1980, the group has invested in over 170 transactions across a wide array of sectors including: aerospace & defense, industrials, business services, technology, telecommunications, healthcare, media and travel. Court Square Capital currently manages over $4 billion of aggregate capital commitments and is based in New York, NY. For more information please refer to Court Square’s website at www.courtsquare.com.

CompuCom Announces Sale to Thomas H. Lee Partners

DALLAS, Texas – April 8, 2013 –CompuCom Systems, Inc., the leading IT services and solutions specialist, today announced that it has entered into a definitive agreement under which Thomas H. Lee Partners, L.P. (“THL”), a leading private equity firm, will acquire CompuCom from Court Square Capital Partners, a private equity firm with a legacy of building lasting companies.

CompuCom specializes in full lifecycle infrastructure services from assessment, design, procurement and integration through program deployment and management services of complete enterprise IT infrastructures. CompuCom’s clients are among the most recognized Fortune 100 and 500 businesses, including high growth companies and vertical market leaders. CompuCom, which has more than 11,500 associates worldwide, has had more than 20 years of profitable growth and had $2.3 billion of gross revenue in 2012.

“We at CompuCom are delighted to announce this partnership with THL. This heralds a new era for us with continued focus on value added services to our customers. THL has a great track record in supporting focused growth, customer delight and associate satisfaction within outsourcing and managed IT services companies. Our mission is fully complemented by the resources that a partnership with THL provides,” said Jim Dixon, CompuCom CEO.

For more information, the full press release is available at:
https://www.compucom.com/news/CompuCom-Announces-Sale-to-Thomas-H-Lee-Partners

About Court Square Capital Partners
Court Square Capital is one of the most experienced private equity firms in the industry. Since 1980, the group has invested in over 170 transactions across a wide array of sectors including: aerospace & defense, industrials, business services, technology, telecommunications, healthcare, media and travel. Court Square Capital currently manages over $4 billion of aggregate capital commitments and is based in New York, NY. For more information please refer to Court Square’s website at www.courtsquare.com.

Court Square Capital Partners Announces Majority Investment in AFS Technologies

Phoenix, AZ February 18, 2014AFS Technologies, Inc., a global leader in software solutions for the Consumer Packaged Goods industry (CPG), including the Food and Beverage segment, today announced that Court Square Capital Partners, a leading private equity firm with over $6 billion under management, has acquired a majority interest in AFS. This investment in partnership with current AFS management provides growth capital as well as capital for future acquisitions.

“For AFS customers and employees, having Court Square as a financial partner will provide capital to accelerate our investment in current technology and solutions as well as continue to grow through acquisitions. Strategic acquisitions help accelerate our offerings and provide global support for our customers,” said Kurien Jacob, CEO of AFS Technologies. “This investment by Court Square will bring to a close AFS Technologies’ successful partnership with Goldman Sachs’ Private Capital Investing group since 2011. Over the course of Goldman Sachs’ partnership with AFS Technologies, the company expanded its global footprint, completed six acquisitions and became a leading provider of Trade Promotion Spend Management, Retail Execution and Data Visualization solutions in this segment,” added Mr. Jacob. ABRY Partners also provided acquisition capital in 2012.

William Blair & Company and Madison Park Group served as co-advisors to AFS Technologies in connection with this transaction. Snell & Wilmer L.L.P. served as legal advisor to AFS Technologies for this transaction.

About AFS Technologies, Inc.
AFS Technologies, Inc. is the leading provider on-demand cloud based and server-based software solutions designed to meet the unique requirements of the Consumer Packaged Goods industry including specialized software for the Food and Beverage segment. With over 25 years of industry experience, AFS provides global solutions and supports 1,100 customers in more than 40 countries. AFS solutions are utilized by manufacturers, distributors, sales agencies, and third party logistics providers. AFS has recently launched “Datum” which is an industry “Product Master” that can serve as the data base to support any system. Using GS1 codes as its base this database can support images, nutritional specifications and complex hierarchy management that can update any third party system automatically. AFS offers offers deployment flexibility through traditional licensing or subscription-based programs, from on premise to cloud based on-demand solutions. For additional information, please visit www.afsi.com. (602) 522-8282(602) 522-8282

About Court Square Capital Partners
Court Square is one of the most experienced teams in the private equity industry. Since 1979, the team has made over 200 investments including several landmark transactions and has developed numerous businesses into leaders in their respective markets. Based in New York, NY, Court Square invests in companies that have compelling growth potential. The firm manages over $6 billion in aggregate capital commitments while focusing on the following four sectors: business services, general industrial, healthcare and technology/telecommunications. For more information on Court Square please visit www.courtsquare.com.

About William Blair
William Blair’s investment banking group combines significant transaction experience, rich industry knowledge, and deep relationships to deliver successful advisory and financing solutions to our global base of corporate clients. We serve both publicly traded and privately held companies, executing mergers and acquisitions, growth financing, financial restructuring, and general advisory projects. This comprehensive suite of services allows us to be a long-term partner to our clients as they grow and evolve. From 2010 to 2013, the investment banking group completed 250 merger-and-acquisition transactions worth more than $52 billion in value, involving parties in 27 countries and four continents, was an underwriter on more than 20% of all U.S. initial public offerings, and arranged more than $11.5 billion of debt financing.

About Madison Park Group
Madison Park Group is an investment banking firm focused on advising technology and business services companies on M&A transactions and fundraisings. For more information, please visit www.madisonparkgrp.com.