WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC
Transcription
WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC
WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC ADVISING, INVESTING, AND PARTNERING WITH MANAGEMENT WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC 221 NORTH LASALLE STREET, SUITE #2910 CHICAGO, ILLINOIS 60601 TEL: 312-263-7580 www.whitecapllc.com INTRODUCTION White Cap Private Equity Management, LLC has a rich entrepreneurial history that dates back to the early 20th century. At that time, foods sealed hermetically in glass containers were expensive - a virtual luxury. In 1926, George, Phillip, and William White co-founded White Cap, Inc., which produced a radically new, economical metal closure for glass containers. Initially manufacturing one million caps in an old box factory on the Chicago River, their development revolutionized the American food processing industry by bringing vacuum-packed preserved foods out of the home kitchen and into mass production. Today, the company founded by George White and his brothers operates as Silgan White Cap Americas, a subsidiary of Silgan Holdings, Inc. (NASDAQ: SLGN). The company continues to operate as a world leader in metal and George, Bob, and Phillip White, 1941 plastic vacuum closures, manufacturing twelve billion caps annually in plants worldwide for nearly every type of vacuum closure in use. The company operates 83 manufacturing facilities in North and South America, Europe, and Asia producing more than 20 billion tops and closures (see White Cap History). Throughout its history, White Cap has maintained its excellent reputation for quality, customer service and innovation as illustrated in the 1986 Harvard Business School Case Study of White Cap. As an entrepreneurial merchant banking boutique, White Cap Private Equity Management, LLC advises like-minded executives on capital market issues pertaining to private placements, management buyouts, and leveraged acquisitions. By advising 21st century entrepreneurs, White Cap is a catalyst for securing financing for the development and marketing of next-generation products and services. “In the end, all business operations can be reduced to three words: People, Products, and Profit.” - Lee Iacocca, Retired CEO, Chrysler Corporation. INDUSTRY FOCUS White Cap Private Equity Management, LLC is a privately-held boutique investment bank. We focus on providing advisory services with an emphasis on private placements, management buyouts, and leveraged acquisitions. Since the firm does not provide research, trading, lending or related activities, it can remain dedicated to building long-term relationships by providing conflict-free and client-focused advice. Our industry experience includes Life Sciences & Healthcare, Business & Financial Services, Communications, Consumer Products & Retail, Natural Resources & Clean Technology, Information Technology and Software, and Real Estate. The firm has developed a team of dedicated industry specialists and advisors who provide consultation on a case-by-case basis. Recognizing that human capital is the catalyst to attracting financial capital, White Cap seeks to partner with experienced and successful management teams regardless of industry. We work alongside a diverse group of institutional investors comprising private equity and venture capital funds as well as secondary asset sources such as hedge funds, pension funds, endowments, foundations, and angel investors. The firm advises clients in structuring and arranging capital within all private equity and debt-related asset classes, including common stock, preferred stock, limited partnership interests, subordinated debt with equity conversion features, revolving lines of credit, equipment financing, and senior secured debt. Capital commitments are typically within a $10MM to $500MM target range and may include companies operating in North America, Mexico, South America, and the European Union. -i- Fundraising - through venture capitalists, bankers, or the public markets - remains one of the most important and challenging issues facing entrepreneurs. Executives turn to us for assistance in raising funds because they understand that building a successful company is a monumental feat requiring a dedicated partner. White Cap supports clients through the anticipated, and unforeseen, hurdles of building and operating a company. Because a skilled management team is the bloodline of any company, White Cap commits significant time working closely with each client to build relationships based on mutual trust. Beyond guidance, assistance and support, we provide high-growth entrepreneurial ventures with timely access to a syndicate of institutional and angel investors. Without exception, the firm is committed to providing the absolute best counsel and execution for every transaction. Whether you are building a pre-revenue start-up company or acquiring a mature cash flow business, the future is full of unknowns. That’s why White Cap has developed an advisory board and network to share experience, insights, knowledge, and information with our clients. We bring years of experience with companies that have faced similar challenges, and offer access to human capital that gives entrepreneurs the advantage needed to turn their companies into market leaders. Combining this experience with truly innovative entrepreneurs and business savvy, White Cap helps create the success stories that will reshape the competitive landscape of the global economy. PRIVATE PLACEMENT Once under review, business plans and mandates are evaluated based on a “Good management consists in showing balance of success criteria. White Cap concentrates on experienced, high average people how to do the work of profile management and board members committed to or affiliated with the superior people.” venture. Distinctive and otherwise beneficial relationships formed with - John D. Rockefeller, 1839-1937, American customers or partners are part of the overall evaluation process. Likewise, industrialist management’s ability to demonstrate continuous growth momentum even under adverse capital market conditions is critical to raising the excitement and attention level within the investment community. Increasing sales, product development, and industry talk from credible sources helps foster an environment where an investment decision will be made, rather than delayed. Although the institutional investor universe is well established it is always evolving, making it difficult to keep abreast of investment conditions. Our proprietary “Private Capital Market Database” provides unique financing sources and access to other professional advisors. Acting as an intermediary between its clients and potential investors, White Cap provides a buffer against unproductive solicitations, conducts the required due diligence on investor prospects and screens out inappropriate investors, ensuring a smooth fundraising management process. Through our involvement and mediation, management can avoid the more tedious aspects of the capital raising process, and remain focused on day-to-day operations. White Cap evaluates potential deals through internal research and analysis to determine its capacity to attract suitable funding. Our industry focus and contact network assists clients through due diligence, including a detailed background check on the management team. Developing a strong, compelling investment thesis emphasizing the unique and exciting aspects of the transaction is critical. The sub-points of the thesis should differentiate the company from its competition and clearly illustrate revenue and profit growth. Private investors expect higher returns than public investors to compensate for increased risk and less liquidity. Working with our clients, we structure the security, terms, and valuation that will best meet the market and casespecific requirements. - ii - A private placement memorandum (PPM) should be a comprehensive but concise presentation. It must be of the highest quality and easily understood in order to differentiate it from the competition. In parallel with management’s drafting of the PPM, White Cap develops an investor marketing plan and proprietary target list. The heart of the plan consists of a list of potential “lead” and “follow-on” investors that may include private equity and venture capital funds and mezzanine funds, as well as secondary asset sources including hedge funds, pension funds, endowments, foundations and high net worth individuals. White Cap initiates contact with potential investors, forwards placement memorandums to interested parties, places follow-up calls to answer questions, and arranges management presentations. In meetings orchestrated and attended by White Cap, management completes its investor presentation and responds to detailed questions. Subsequent due diligence requests, meetings or discussions are arranged with the goal of moving rapidly to a commitment. In tandem with our client, we negotiate with the lead investor(s) and, immediately thereafter, instruct counsel to draft a Letter of Intent or Definitive Purchase Agreement. TIMELINE OF EVENTS Weeks 10-15 Deliver Confidential Information Memorandum Arrange Meetings and/or Calls with Prospective Investors Respond to Information Requests from Prospective Investors Schedule Management Presentations with Prospective Investors Schedule Follow-Up Meetings and / or Site Visits with Prospective Investors Weeks 1-2 Organizational Meetings and / or Calls Placed Distribution of Due Diligence Materials and Financial Information Due Diligence Process Begins Confidential Information Memorandum Preparation Begins Weeks 3-5 Begin Preparation of Management Presentation Create Confidential Information Memorandum Finalize Due Diligence Weeks 16-19 Complete Management Presentations Continue to Respond to Information Requests from Investors Receive and Evaluate Final / Committed Proposals from Investors Negotiate Proposals with Investors Negotiate and Execute Final Proposal Weeks 6-9 Initiate Contacts with Prospective Investors Execute Confidentiality Agreements with Prospective Investors Distribute and Finalize Management Presentation Deliver Confidential Memorandum to Investors Arrange Meetings and / or Calls with Prospective Investors Week 20 Closing of Transaction - iii - - iv - WHITE KNIGHT, LLC Periodically, White Cap participates in unique investment opportunities through its affiliated investment vehicle White Knight, LLC (White Knight). White Knight acts as a financial partner to management teams who are building companies that seek to change the businesses in which they compete. Investments are made primarily within the following industries: Life Sciences & Healthcare, Business & Financial Services, Communications, Consumer Products & Retail, Natural Resources & Clean Technologies, Information Technology and Software, and Real Estate. White Knight does not lead transactions and participates only alongside proven institutional and corporate investors on a paripassu basis, investing up to $2 MM per transaction. REPRESENTATION White Cap evaluates its role and participation within a mandate on a case-by-case basis in order to accurately account for the specific needs of all parties involved. We offer flexibility in representing each client, structuring our compensation according to mutually acceptable terms determined at the initial stages of the engagement. Primary consideration is given to: Exclusivity, Retainer, Expenses, Closing Fees, and Equity Participation. MANAGING PARTNERS Stephen M. White Stephen M. White is the Founder and Chairman of White Cap Private Equity Management, LLC. Stephen has developed extensive knowledge within the institutional private capital markets with a concentration on leverage acquisitions and venture capital. His mandates and contingency assignments have included both public and private companies at all stages of development and industries including Life Sciences & Healthcare, Communications, Consumer Products & Retail, Natural Resources & Clean Technology, Information Technology and Software, and Real Estate. In addition Stephen has played key roles in recruiting and forming C-level management teams and Advisory Boards.Prior to forming White Cap Private Equity Management, LLC, in 1999, Stephen spent seven years as Managing Director of James J. White & Associates, LLC, a closely held investment bank specializing in the origination of management-led buyouts of public and private companies. In this capacity the firm consummated billions of dollars in transactions in conjunction with private equity groups such as Kohlberg, Kravis, Roberts (KKR), Morgan Stanley Capital Partners, and The Blackstone Group. Prior to his tenure at James J. White & Associates, Stephen held various investment banking positions at the Utilities and Project Finance Group at Manufacturers Hanover Trust Limited, the Capital Markets Group at Merrill Lynch, the Financial Engineering Group at Midland Montagu Limited, and the Public Affairs Department at The Atlanta Federal Reserve. Stephen earned graduate degrees in Business Studies and in Finance and Accounting from the London School of Economics and Political Science, London, England and completed his undergraduate studies at Southern Methodist University, Dallas, Texas. Adeesh Chandra Adeesh Chandra is a Managing Partner of White Cap Private Equity Management, LLC. Adeesh specializes in emerging growth financing and was instrumental in creating the firm’s venture capital practice. Responsible for orchestrating the implementation and development of the firm’s proprietary “Private Capital Market Database”, Adeesh has also advised clients in industries such as Life Sciences & Healthcare, Business & Financial Services, Consumer Products & Retail, Information Technology & Software, and Real Estate. Prior to joining White Cap Private Equity Management, LLC in 2000, Adeesh worked as an analyst within the Mergers & Acquisitions Group at Lazard Frères & Co., LLC, providing underwriting, advisory and asset management services. In this role, Adeesh participated in the execution of mergers, acquisitions, and capital market transactions in addition to researching selected industries. Prior to his position at Lazard, Adeesh served as an analyst at Consulting Group, Inc., a firm providing application development services including information services, database design, and project management; and Aventis Pharmaceuticals, a subsidiary of European drug maker Sanofi-Aventis, the world’s third largest pharmaceutical company. Adeesh earned a Bachelor of Arts in Economics from the University of Chicago. -v- Nikolaos Roussos Nikolaos Roussos is a Managing Partner of White Cap Private Equity Management, LLC. Niko is responsible for the firm’s real estate and debt placement practice specializing in financial modeling, debt origination and restructuring. Prior to joining White Cap Private Equity Management, LLC, Niko was Managing Partner at NR Advisors, a boutique real estate and commercial banking advisory firm with clientele including American Invsco, Colony Capital, DRW Trading, Hermes Capital, First Eagle Bank, Mbank Financial, Sciens Capital, Starr Resources, The Milken Institute, United Investors, US Bank, Vista Hospitality, and Wells Fargo. Prior to NR Advisors, Niko was Executive Vice President, Special Assets, Broadway Bank, family-owned community bank primarily focused on real estate lending, overseeing $290 million of NPL and $60 million of OREO; Vice President, Lending & New Business Development, Hermes Capital, a $20 million real estate focused private equity and mezzanine lender; Partner, Chicago Advisors, a real estate consulting company that assisted developers with feasibility studies and secured $400 million in financing for various new construction developments in Chicago, Minneapolis, and Miami, and Senior Analyst, Acquisitions/Finance, American Invsco, a leading residential and mixed-use real estate company, overseeing financial analysis for a $1 billion multi property portfolio located in Chicago, Atlanta, Florida, and Michigan. Niko earned a Master of Business Administration Finance, Master of Science in Mechanical Engineering, Bachelor of Science in Mechanical Engineering, University of Alberta, Edmonton, AB, Canada. Niko is a Chartered Financial Analyst. ADVISORY BOARD Joseph D. Morales With over four decades of executive management and “Never let go! Too many give up too early. Too many operations experience, Joe spearheads all activities within give up not realizing how close to success they were. Life Sciences & Healthcare. From 1962 to 1978 Joe held Believe in your dreams even if everyone around you has financial and management positions at Fortune 500 awakened from theirs. This game is the pursuit of Companies including Ford Motor Company, Rockwell opportunity without regard for resources. Fifty International, Admiral and United Brands respectively. In rejections is a good start. Fifty rejections is not enough. 1978, Joe was recruited to Searle, now a unit of Pfizer, as a If you prefer to play rather than be a spectator, you will member of a turnaround team. At the time, Searle suffered succeed. Success is rarely a solo effort. There is a from declining profits within its various businesses as well as positive aspect to everything. Find it.” a severely depressed stock price. During his tenure, Joe - Anonymous served in various capacities including VP & Corporate Controller; VP & General Manager of the U.S. Pharmaceutical Group, a unit with annual sales of over $300 MM; VP of Corporate Planning, working with Searle’s CFO to develop and implement a three-phase growth plan for Pearle Vision Centers, resulting in an IPO and sale to Grand Metropolitan; and VP of the R&D Division, a unit with approximately 1,400 scientists and technicians and an annual expenditure budget of $120 MM. Once Searle obtained a patent for NutraSweet, the non-caloric sweetener, Joe became COO of The NutraSweet Company, growing annual sales to $1 BN. In 1987, Joe started a private consulting practice which included merger and acquisition work, investment banking, market studies for new products, installation of management reporting systems, and restructuring analysis. In 1999, Joe became COO of Triangle Laboratories, an analytical laboratory which he departed in early 2004 when the company became the target of a hostile takeover. Prior to joining White Cap Private Equity Management, LLC, Joe served as COO, Summit TCD Corporation, a boutique consulting firm which develops custom software for Fortune 500 companies in the diagnostic and healthcare industry. Joe earned a B.A. in International Relations from the University of Southern California, graduating Phi Beta Kappa. He was subsequently awarded a Woodrow Wilson Foundation fellowship for graduate studies in economics at Princeton University. After leaving Princeton in 1961, Joe performed active military duty in the U.S. Army Reserves. - vi - Ellen C. Craig Ellen has been a regulatory law and policy consultant specializing in energy and telecommunications issues since 2001. She is also a Senior Advisor to The Brattle Group, an international economic consultancy. From 2004 to 2009 she served as ViceChairman and Commissioner of the Illinois Executive Ethics Commission. From 1999 to 2004, Ellen provided in-house telecommunication and regulatory policy expertise to CoreCommComunications, Inc. and USN Communications, Inc, Previously, she was a consultant specializing in domestic and international telecommunications and utility regulatory issues from l994 to l997. From 1989 to l994, she served as Chairman and Commissioner of the Illinois Commerce Commission, the state public utilities regulatory body which regulates electric, gas, trucking, “The merger environment then telecommunications, and water utilities. From 1978 to 1989, she was a law (1967), compared to what it is today, and policy advisor to Governor James R. Thompson, and held several was like comparing a Mozart quartet management positions including Deputy Chief of Staff. Ellen is a Director of to Mick Jagger.” the Environmental Law and Policy Center and several other not-for-profit - Felix Rohatyn, Former Managing organizations. She earned a B.A. from Cardinal Cushing College and a J.D. Director, Lazard Frères & Co. from The John Marshall Law School. She is admitted to practice in Illinois. Douglas V. Krenz Doug is currently a Senior Executive at Enbridge Inc. (NYSE: ENB), a $20 billion energy transportation and distribution company which operates the world’s longest crude oil and liquids transportation system. As Vice President Gas Transmission and Development for Enbridge Energy Co. Inc. and President of the Enbridge Offshore Pipeline assets, Doug directs gas and oil pipeline operations in the Gulf of Mexico as well as natural gas business development and interstate pipelines located in North America. Prior to joining Enbridge in 2005, Doug served as President of Shell Gas Transmission responsible for the development of the Gulf of Mexico gas pipeline infrastructure since 1996. From 1974 to 1996 he held various executive positions with Northern Natural Gas and Enron. Doug has more than 30 years of energy industry experience with emphasis in areas of interstate and gathering pipeline development and “I think it’s fortunate that to some degree the management. He has been involved with the development and word ‘entrepreneur’ has taken on the management of a number of major capital investments and businesses connotation of a gambler. I don’t see it that in natural gas pipeline, storage fields, gas processing and acquisitions. way at all. Many times, action is not the most Doug is a member of INGAA as well as the Southern Gas risky path. The most risky path is inaction.” Association. He earned a B.S. in Mechanical Engineering and an - Fred Smith, Founder of Federal Express. MBA from the University of Nebraska. - vii - TRANSACTION HISTORY - viii - TRANSACTION HISTORY - ix - TRANSACTION HISTORY -x- THE HISTORY OF WHITE CAP Continuous innovation, constant growth and global expansion are all part of the history of White Cap, Inc. From a production capacity of one million closures in the first year of operation, 0White Cap now produces billions of closures annually, making it the world leader in the manufacturing of vacuum closures. William P. White and his two brothers, George and Philip, formed the White Cap Company in 1926. They operated from an old box factory on Goose Island in Chicago, Illinois. White Cap entered the market with a single product - the ‘’Side-seal’’ pry-off closure. In 1929, White Cap developed the ‘’Vapor vacuum®” high-speed sealing process, allowing packages to be sealed at speeds of 100 jars per minute and, in turn, revolutionize the food industry. As the 1930s approached, White Cap continued to grow. New types of closures, increased sales and greater demands on production dictated the need for a new factory. In 1932, they moved to 1819 North Major Avenue, Chicago. During this time, White Cap also signed its first overseas license agreement with Wallace Tin Stamping in England. The 1940s brought expansion as well as more changes for White Cap. Sprite Cap and H.J. Heinz Company began making and distributing lid-flippers for removing crown-style and snap-on vacuum closures. While World War II put a halt to this project, the war limited the use of metal, forcing food packers to switch from cans to glass, thus increasing the demand for closures. As a result White Cap’s employment increased from 200 to 1,100 employees. Innovation flourished at White Cap during the l950s. The new “Twist-Off®” lug closure was introduced – the first such closure that did not require a tool for removal. In addition, the safety button, glass unscramblers and glass cleaners were developed. White Cap expanded into West Germany. In 1956, through an exchange of stock, Continental Can Company acquired White Cap Company and changed the name to Continental White Cap. The White Cap trade show booth, Canners’ Convention, Atlantic City, New Jersey, 1958. The 1960s saw further international expansion, linking England and West Germany with Holland, France, Spain, Italy, Canada, Japan and Mexico in a worldwide licensed manufacturing network. In addition, two more plants were built: one in Hayward, California, and the other in Hazleton, Pennsylvania. During this decade, the new “Deep Snap-Reseal” closure replaced the original “Snap-Reseal” closure; a totally new closure for baby food, the “P-T™’” closure was introduced; and a “VaporVacuum” capping machine was introduced that could seal closure at 1,500 jars a minute. International operations reached Australia, Israel, Poland and the USSR during the 1970s. Continental White Cap entered the non-metal closure business with plastic “child-resistant” closures and also introduced a metal and plastic closure for peanuts. A new (40mm) deep shirt “P-T” closure was introduced that led the baby juice market to the exclusive use of glass instead of cans. During the 1980s, Continental White Cap celebrated its 60th anniversary and the 50th anniversary of the licensee programs. Domestic and International operations continued to expand. A new Research & Development facility, the world’s largest laboratory exclusively for closure development, was opened in Downers Grove, IL. Continental White Cap opened a plastics facility in Champaign, Illinois; the first of its kind in the world devoted to manufacturing all-plastic vacuum holding closures and with that in 1986 they introduced the first (43mm) all-plastic vacuum holding closure for use on hot fill PET (64 oz.) - xi - containers. They also opened licensee and sales operations in Korea, Colombia, Pakistan, Morocco and Sri Lanka. In 1984, Continental Can Company was acquired by Peter Kiewit & Sons and became a Kiewit Company. During the 1990s, White Cap went through a series of management changes and an ownership change. In August 1991, Continental White Cap was acquired by Continental Can Europe USA Holdings, Inc. (CCE U.S.). CCE U.S. was a wholly owned subsidiary of one of Europe’s largest packaging companies, SchmalbachLubeca AG. Schmalbach-Lubeca AG, a $2.2 billion company, specialized in aluminum, tinplate and plastics packaging. Schmalbach-Lubeca AG began trading under the name of Continental Can Europe in 1992, and White Cap was one of six divisions. White Cap opened a new plant in Mexico in 1996. Due to a change in our product mix and our customer base, White Cap closed its Hayward, California plant in 1997 and opened a second plastics plant in Athens, Georgia in 1998. Also in 1998 White Cap introduced the first (63mm) all-plastic vacuum holding closure for use on Widemouth PET containers for hot filled food products. In 1999 White Cap introduced its first closures (38mm) manufactured using compression molding technology. “Nothing in the world can take the place of persistence. Genius will not. Unrewarded genius is almost a problem. Talent will not. The world is filled with unsuccessful men of talent. Education alone will not. The world is filled with educated derelicts.” - Ray Kroc, Founder of McDonald Corporation. During the 2000’s White Cap again went through a series of ownership changes. In 2001 Schmalbach-Lubeca formed a joint venture with Silgan Holdings to create White Cap, LLC. In 2002 Amcor Ltd. of Australia purchased Schmalbach-Lubeca’s PET business as well as the White Cap closure business. In 2003 Silgan Holdings turned around and purchased Amcor Limited’s portion of White Cap, LLC and changed the name to Silgan Closures LLC. In 2006 Silgan Holdings Purchases Amcor White Cap Europe/Asia & South America, Re-Unification of the White Cap Businesses; Name Changes to Silgan White Cap Americas & Silgan White Cap Europe/Asia. From 2008 to 2013 White Cap makes a series of acquisitions including Grup Vemsa Metal Vacuum Closure Business, Ipec Dairy Closure Business, Amcor AU Metal Twist-Off/Plasti-Twist Business, MCS Vision and Technocap Lug Business. “When as a young and unknown man I started to be successful I was referred to as a gambler. My operations increased in scope and volume. Then I was known as a speculator. The sphere of my activities continued to expand and presently I was known as a banker. Actually, I had been doing the same thing all the time.” - Sir Ernest Cassell, Private banker to King Edward VII. In spite of the ownership changes White Cap continued to make advances in closure technology. In 2000 “improved” TPE barrier liners were introduced as well as its first “linerless” closure under license from Bericap. In 2001 the (63mm) metal and plastic composite closure was introduced for use on both glass and plastic containers. In 2003 the 43mm Ultima® steamless plastic closure was introduced on Gatorade. In 2004 the first ever non-round allplastic vacuum holding closure (VOS) was introduced in partnership with Ocean Spray Cranberries, Inc. In 2005 a second linerless closure design was introduced into the market (36mm VLP). From 2008 to 2013 White Cap introduced a number of innovations including 63mm VSJ Plasti-Twist Plus, 43mm VSD Lighter Wt. plastic closure, 38mm VSI Injection molded closure for short finishes and 68mm VersaSeal deep lug closure. As White Cap approaches 2015 the company finds that plastic closures have begun to outsell metal closures as food and beverage containers convert from glass to plastic. White Cap has positioned itself very well both from a management standpoint and a technical standpoint to maintain its leadership role in the field of vacuum holding closures now as a global company. - xii - WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC 221 NORTH LASALLE STREET, SUITE #2910 CHICAGO, ILLINOIS 60601 TEL: 312-263-7580 www.whitecapllc.com