Diversey Public Shareholders to Receive $8.40 Per Share in Cash in “Go Private” TransactionCombined company will allow for expanded markets and additional sustainable solutionsWILMINGTON, Del. and FORT MILL, S.C. – March 8, 2023 - Solenis (“Solenis”) and Diversey Holdings, Ltd. (“Diversey” or the “Company”) (NASDAQ: DSEY) today announced they have entered into a definitive merger agreement under which Solenis will acquire Diversey in an all-cash transaction valued at an enterprise value of approximately $4.6 billion. Upon completion of the merger, Diversey will become a private company.Under the terms of the agreement, Diversey shareholders (other than shareholders affiliated with Bain Capital Private Equity (“Bain Capital”)) will receive $8.40 per share in cash, which represents a premium of approximately 41.0% over Diversey’s closing share price on March 7, 2023, the last full trading day prior to the transaction announcement, and a premium of approximately 59.0% over Diversey’s 90-day volume-weighted average price (VWAP). Bain Capital will receive $7.84 per share in cash and will rollover a portion of its shares of Diversey into an affiliate of Solenis in exchange for common and preferred units of such affiliate.Headquartered in Wilmington, Delaware, Solenis is a leading manufacturer of specialty chemicals used in water-intensive industries, which was acquired by Platinum Equity in 2021. Diversey is a leading provider of hygiene, infection prevention and cleaning solutions based in Fort Mill, South Carolina.“The merger presents a unique opportunity to enhance value and create a more diversified business with increased scale, broader global reach, and superior customer service capabilities. It will enable the combined company to grow and provide a number of attractive cross-selling opportunities, including meeting increasing customer demand for water management, cleaning and hygiene solutions,” said Phil Wieland, Chief Executive Officer of Diversey.Solenis CEO John Panichella will lead the combined company following the transition and integration.“This is a strategic combination of two leading global products, services, and technologies providers with proven track records of product innovation who offer truly differentiated solutions to customers,” said Mr. Panichella. “In combining these two complementary businesses, we expect to usher in a new and exciting chapter in our long history of helping customers tackle core challenges such as water and energy management, partnering on sustainability issues to work towards a cleaner, safer world, and reducing environmental impacts. With continued support from Platinum Equity and now Bain Capital, we are confident that we’ll maximize the opportunities ahead.”“This is a merger of two leading businesses that is fully complementary,” added Eric Foss, Non-Executive Chairman of the Board of Directors of Diversey. “We believe the transaction creates significant value realization for our shareholders.”Transaction DetailsSolenis is a portfolio company of Platinum Equity. Bain Capital, which invested in Diversey in 2017 and subsequently took the Company public in 2021, is currently the largest shareholder of Diversey. Under the terms of the transaction, Bain Capital will contribute approximately 56% of its existing equity into Solenis at an implied value per Diversey share of $7.84 and will sell its remaining shares to Solenis for cash at the same price. After negotiations with a special committee of Diversey’s Board of Directors composed entirely of independent directors (the “Special Committee”), Bain Capital agreed to accept less consideration per share than the consideration to be paid to the other holders of Diversey’s shares.Diversey’s Board of Directors formed the Special Committee to evaluate and negotiate the transaction with the assistance of independent financial and legal advisors. Following this process, the Special Committee unanimously determined that the transaction with Solenis is in the best interests of Diversey and its shareholders, and, acting upon unanimous recommendation by the Special Committee, the Diversey Board of Directors unanimously approved the merger and recommended that Diversey shareholders vote in favor of the merger. The Special Committee negotiated the terms of the merger agreement with assistance from its independent financial and legal advisors.In connection with the transaction, Solenis has entered into a support agreement with Bain Capital, pursuant to which Bain Capital has agreed to vote all of its Diversey shares (which represent approximately 73% of Diversey’s outstanding shares) in favor of the transaction, subject to certain terms and conditions set forth therein. Solenis intends to finance the transaction with a combination of committed debt and equity financing, including the contribution by Bain Capital.The merger is expected to be completed in the second half of 2023, subject to the satisfaction of customary closing conditions, including approval by Diversey shareholders holding a majority of the outstanding shares of the Company and receipt of regulatory approvals. Upon closing of the transaction, Diversey’s ordinary shares will no longer be listed on any public market.Fourth Quarter and Full Year 2022 Earnings Conference Call UpdateIn light of today’s announcement, Diversey will not host an earnings conference call or provide financial guidance in conjunction with its earnings release for the fourth quarter and full year 2022 financial results. Going forward, Diversey will issue earnings releases consistent with its current schedule, including financial results for the fourth quarter and full year 2022, but will suspend hosting earnings conference calls and webcasts.AdvisorsEvercore is serving as financial advisor to the Special Committee and Wachtell, Lipton, Rosen & Katz is serving as the Special Committee’s legal counsel.J.P. Morgan Securities LLC and Centerview Partners LLC are serving as financial advisors to Diversey on the transaction. Kirkland & Ellis LLP is providing legal counsel to Bain Capital and Diversey.BofA Securities, Goldman Sachs and Piper Sandler are serving as financial advisors to Solenis on the transaction. Gibson, Dunn & Crutcher LLP is providing legal counsel and Willkie Farr & Gallagher LLP is providing debt financing counsel to Platinum Equity and Solenis. BofA Securities and Goldman Sachs are leading the debt financing for the acquisition. About DiverseyDiversey’s purpose is to go beyond clean to take care of what’s precious through leading hygiene, infection prevention and cleaning solutions. We develop and deliver innovative, mission-critical products, services and technologies that save lives and protect our environment. Over the course of 100 years, the Diversey brand has become synonymous with product quality, service and innovation. Our fully-integrated suite of solutions combines patented chemicals, dosing and dispensing equipment, cleaning machines, services and ancillary digital analysis and serves more than 85,000 customers in over 80 countries via our vast network of approximately 9,000 employees globally.For additional information about Diversey, please visit www.Diversey.com or follow us on LinkedIn, Facebook, or Twitter @Diversey.About SolenisSolenis is a leading global producer of specialty chemicals focused on delivering sustainable solutions for water-intensive industries, including the pulp, packaging paper and board, tissue and towel, oil and gas, petroleum refining, chemical processing, mineral processing, biorefining, power, municipal, and pool and spa markets. The company’s product portfolio includes a broad array of water treatment chemistries, process aids and functional additives, as well as state-of-the-art monitoring and control systems. These technologies are used by customers to improve operational efficiencies, enhance product quality, protect plant assets, minimize environmental impact and maintain healthy water. Headquartered in Wilmington, Delaware, the company has 49 manufacturing facilities strategically located around the globe and employs a team of over 6,500 professionals in 130 countries across six continents. Solenis is a 2022 US Best Managed Company.For additional information about Solenis, please visit www.Solenis.com or follow us on social media.About Bain Capital Private EquityBain Capital Private Equity has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since its founding in 1984. Bain Capital Private Equity's global team of more than 250 investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer/retail, financial and business services, industrials, and technology, media and telecommunications. Bain Capital Private Equity has 23 offices on four continents. The firm has made primary or add-on investments in more than 1,100 companies since its inception. For more information, visit www.baincapitalprivateequity.com.About Platinum EquityFounded in 1995 by Tom Gores, Platinum Equity is a global investment firm with approximately $36 billion of assets under management and a portfolio of approximately 50 operating companies that serve customers around the world. Platinum Equity specializes in mergers,acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 27 years Platinum Equity has completed more than 350 acquisitions.Cautionary Statement Regarding Forward-Looking StatementsThis communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which include all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, including strategies or plans as they relate to the proposed transaction. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, the Company. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s shares; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the Company’s shareholders and the receipt of certain regulatory approvals; (v) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in certain circumstances requiring the Company to pay a termination fee; (vi) the effect of the announcement or pendency of the proposed transaction on the Company’s stock price, business relationships, operating results and business generally; (vii) risks that the proposed transaction may disrupt the Company’s current business plans and operations; (viii) the Company’s ability to retain and hire key personnel in light of the proposed transaction; (ix) risks related to diverting management’s attention from the Company’s ongoing business operations; (x) unexpected costs, charges or expenses resulting from the proposed transaction; (xi) the ability of the buyer to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the merger; (xii) potential litigation relating to the merger that could be instituted against parties to the Merger Agreement or other transaction agreements or their respective directors, managers or officers, including the effects of any outcomes of such litigation; (xiii) certain restrictions during the pendency of the merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xiv) uncertain global economic conditions which have had and could continue to have an adverse effect on our consolidated financial condition and results of operations; (xv) the continuation of the COVID-19 pandemic may cause disruptions to the Company's operations, customer demand, and its suppliers’ ability to support the Company; (xvi) the risks associated with the global nature of the Company's operations; (xvii) fluctuations between non-U.S. currencies and the U.S. dollar; (xviii) political and economic instability and risk of government actions affecting the Company's business and its customers or suppliers; (xix) increases in the pricing of raw materials, availability and allocation by suppliers as well as increases in energy-related costs; (xx) the Company's ability to develop new and innovative products and the acceptance of such products by the Company's customers; (xxi) cyber risks andthe failure to maintain the integrity of the Company's operational or security systems or infrastructure; (xxii) the introduction of the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting; (xxiii) the consolidation of the Company's customers; (xxiv) competition in the markets for the Company's products and services and in the geographic areas in which it operates; (xxv) instability and uncertainty in the credit and financial markets and the availability of credit that the Company and its customers need to operate the Company's business; (xxvi) new and stricter regulations applicable to our business; (xxvii) continued availability of capital and financing and rating agency actions; and (xxviii) other risks described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. All such factors are difficult to predict and are beyond the Company’s control. While the list of risks and uncertainties presented here is, and the discussion of risks and uncertainties to be presented in the proxy statement will be, considered representative, no such list or discussion should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the merger and/or the Company’s consolidated financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all.The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.Important Information For Investors and ShareholdersIn connection with the proposed transaction, the Company intends to file with the Securities and Exchange Commission (the “SEC”) and furnish to shareholders a proxy statement on Schedule 14A. The Company, certain of its affiliates and certain affiliates of Bain Capital intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement, the Schedule 13E-3 and a proxy card to each shareholder of the Company entitled to vote at the meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transaction. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. The materials to be filed by the Company will be made available to the Company’s investors and shareholders at no expense to them and copies may be obtained free of charge on the Company’s website at www.Diversey.com. Inaddition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.Participants in the SolicitationThe Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed transaction under SEC rules. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2022 annual meeting of shareholders, the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the proxy statement and other relevant materials that will be filed with the SEC in connection with the proposed transaction when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s shareholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.No Offer or SolicitationThis communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to the proposed transaction and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.FOR FURTHER INFORMATION:SolenisCatherine Abernathy+1 firstname.lastname@example.orgDiverseyGrant Graverir@Diversey.comBain Capital:Charlyn Lusk/Scott Lessne+1 646-502-3549/+1 email@example.comfirstname.lastname@example.org
LOS ANGELES (March 2, 2023) – Platinum Equity announced today that veteran dealmakers Jacob Kotzubei and Louis Samson have been appointed co-presidents of the global investment firm. The two will continue to report to Platinum’s Founder and CEO Tom Gores.Mr. Kotzubei and Mr. Samson, each with more than 25 years of M&A experience, are currently partners and members of the firm’s investment committee. Mr. Gores said their elevation would help accelerate the growth of the firm and expansion of its investment capabilities. Jacob and Louis have been integral to our success over the years, and their leadership has been instrumental in creating momentum for our investment business and value for our investors. Tom Gores, Founder & CEO, Platinum Equity “Jacob and Louis have been integral to our success over the years, and their leadership has been instrumental in creating momentum for our investment business and value for our investors,” Mr. Gores said.Mr. Gores said the appointments would help accommodate Platinum Equity’s evolution and robust growth trajectory and help the firm cement its position as one of the most successful private equity firms in the world. Platinum Equity was ranked in the top 2% among 563 private equity firms globally in the 2022 HEC-DowJones Large Buyout Performance Ranking published on February 8, 2023. “Our goal is to be one of the most consistent and successful private equity firms in the world,” Mr. Gores said. “We are in a uniquely strong position to continue expanding, and I am confident that Jacob and Louis will help take the firm to new heights.”About Platinum EquityFounded in 1995 by Tom Gores, Platinum Equity is a global investment firm with approximately $36 billion of assets under management and a portfolio of approximately 50 operating companies that serve customers around the world, including Ingram Micro, one of the world’s largest distributors of information products and services with more than $50 billion in annual revenue. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 27 years, Platinum Equity has completed more than 350 acquisitions.
HWI and Calderys to join forces, creating a global refractories provider with a comprehensive product portfolio and expanded reachLOS ANGELES (February 20, 2023) – Platinum Equity announced today that the previously announced acquisition of HarbisonWalker International (HWI) by way of a merger agreement, has been completed. HWI is a supplier of refractory products and services in North America.Financial terms were not disclosed.In January, Platinum Equity announced the closing of the acquisition of Imerys SA’s High Temperature Solutions business, which is now operating under the Calderys brand going forward. HWI and Calderys will join forces into a global business with increased reach and scale.“Despite a challenging M&A market, we are continuing to find attractive opportunities to put capital to work and provide divestiture solutions that deliver speed and certainty,” said Platinum Equity Partner Louis Samson. “HWI and Calderys are an excellent fit, with complementary footprints and product portfolios. Bringing them together will create exciting benefits for both businesses.”“The HarbisonWalker brand is highly respected and vital to the long-term success of the combined company,” added Mr. Samson. “We will continue investing in its growth and expansion in the Americas.”HarbisonWalker’s headquarters will remain in Pittsburgh as the headquarters of the combined company’s Americas region operations.Michel Cornelissen, currently President and CEO of Calderys, will serve as the global CEO of the combined company effective immediately.“We have a tremendous opportunity to bring together the best of both companies to create a high-growth, customer-centric refractories solutions provider with global scale,” said Mr. Cornelissen. “Our goal is to be the best partner for our customers anywhere in the world, to support them in their energy transition needs, and to set a new benchmark for the industry.”Platinum Equity said it will seek additional opportunities to help the combined company grow.“Joining forces will create additional scale and provide both businesses access to new technologies, increasing the value proposition for customers,” said Platinum Equity Managing Director Malik Vorderwuelbecke. “It will also create a global platform with new opportunities for growth, both organically and through additional acquisitions in key product areas and geographies.”Kirkland & Ellis provided legal counsel to Platinum Equity on the acquisition of HWI and Willkie Farr provided financing counsel to Platinum Equity on the transaction.About Platinum EquityFounded in 1995 by Tom Gores, Platinum Equity is a global investment firm with approximately $36 billion of assets under management and a portfolio of approximately 50 operating companies that serve customers around the world. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 27 years Platinum Equity has completed more than 350 acquisitions.
Calderys Corporate Divestiture Europe Active Industrials Leading global solutions provider for industries operating in high temperature conditions, serving customers in the iron and steel, thermal and foundry markets Company Overview Leading global solutions provider for industries operating in high temperature conditions, serving more than 6,000 customers in the iron and steel, thermal and foundry markets The business generated revenues of €981 million in 2022 and has 36 industrial sites in 16 countries Transaction Description Acquired from Imerys in January 2023 Customers 6,000 Industrial Sites 36 Countries 16 Leading global solutions provider for industries operating in high temperature conditions, serving customers in the iron and steel, thermal and foundry markets Company Overview Leading global solutions provider for industries operating in high temperature conditions, serving more than 6,000 customers in the iron and steel, thermal and foundry markets The business generated revenues of €981 million in 2022 and has 36 industrial sites in 16 countries Customers 6,000 Transaction Description Acquired from Imerys in January 2023 Industrial Sites 36 Countries 16 Latest Article Platinum Equity Completes Acquisition of High Temperature Solutions Business from Imerys for €930 Million January 31, 2023 HTS to operate under Calderys brand and combine with pending Platinum acquisition HarbisonWalker International to create a global refractories provider with a comprehensive product portfolio and expanded reachLOS ANGELES an... Read More Latest Article Platinum Equity marks an impactful 2022 January 31, 2023 After a record-breaking 2021 for M&A, deal activity slowed globally in 2022.The reasons for the slowdown are well-reported, but it was still a landmark year for Platinum Equity and its portfolio companies.There were trans... Read More Latest Article Aventiv leadership tells Axios-sponsored panel discussion that access to technology can reduce recidivism January 04, 2023 Aventiv Technologies CEO Dave Abel and advisory board chairwoman Teresa Hodge told Axios that access to technology can help reduce recidivism and improve outcomes for the incarcerated community. The two Aventiv representat... Read More previous Next
HTS to operate under Calderys brand and combine with pending Platinum acquisition HarbisonWalker International to create a global refractories provider with a comprehensive product portfolio and expanded reachLOS ANGELES and PARIS (January 31, 2023) – Platinum Equity today announced that the acquisition of Imerys SA’s High Temperature Solutions business (HTS) in a transaction valued at approximately €930 million has been completed.The company, which will operate under the Calderys brand going forward, is a leading global provider for industries operating in high temperature conditions and serves more than 6,000 customers in the iron and steel, thermal and foundry markets. The business generated revenues of €981 million in 2022 and has 36 industrial sites in 16 countries.In December, Platinum Equity announced plans to acquire HarbisonWalker International (HWI), a supplier of refractory products and services in North America. That transaction is expected to close during the first half of 2023.Once the HWI acquisition has been completed, Calderys and HWI will combine into a global business with increased reach and scale. In spite of a challenging M&A market, we are continuing to find attractive opportunities to put capital to work and provide divestiture solutions that deliver speed and certainty. Calderys and HWI will be a great fit together, with complementary footprints and product portfolios. We expect the combination to create exciting growth opportunities for both businesses. Louis Samson, Partner, Platinum Equity “In spite of a challenging M&A market, we are continuing to find attractive opportunities to put capital to work and provide divestiture solutions that deliver speed and certainty,” said Platinum Equity Partner Louis Samson. “Calderys and HWI will be a great fit together, with complementary footprints and product portfolios. We expect the combination to create exciting growth opportunities for both businesses.”“This is a key milestone in our history,” said Michel Cornelissen, President and CEO of Calderys. “As a standalone company, we expect to be even more agile, improving our ability to deliver solutions that help our customers meet the demands of tomorrow, especially in terms of energy transition.”Calderys products are used in thermal applications that serve general industrial, construction, and automotive end markets, which are all sectors in which Platinum Equity has made significant investments.Platinum Equity has also owned several companies in the materials space, including steel processors Ryerson and PNA Group, and Kymera, which produces a variety of specialty materials, powders, pastes and granules used in a wide range of metallurgical, chemical and industrial processes.Platinum Equity said it will continue to seek more opportunities to help the combined Calderys-HWI business grow both organically and through additional acquisitions in key product areas and geographies.“The refractories market is highly fragmented and the integrated business will provide a scalable platform with meaningful opportunities to grow,” said Platinum Equity Managing Director Malik Vorderwuelbecke. “We are excited about the prospects in this space and look forward to putting our M&A and operational resources to work.”The Calderys-HWI business will further expand Platinum Equity’s growing portfolio of European investments.“We have had a lot of success as a transaction partner in Europe and are committed to continuing to invest in the region,” added Mr. Samson.Other current European Platinum Equity investments include: European vacation rentals group Awaze (London); private label sweet biscuits manufacturer Biscuit International (Paris); global marine contractor De Wave Group (Genoa, Italy); wine producer Fantini Group Vini (Ortona, Italy); seafood provider Iberconsa (Vigo, Spain); UK property services firm Leaders Romans Group (Berkshire, England); and environmental services business Urbaser (Madrid).National Bank Financial Inc. served as financial advisor to Platinum Equity on the Calderys acquisition. Kirkland & Ellis LLP and Willkie Farr & Gallagher LLP provided legal counsel to Platinum Equity on the transaction.About Platinum EquityFounded in 1995 by Tom Gores, Platinum Equity is a global investment firm with approximately $36 billion of assets under management and a portfolio of approximately 50 operating companies that serve customers around the world. The firm is currently investing from Platinum Equity Capital Partners V, a $10 billion global buyout fund, and Platinum Equity Small Cap Fund, a $1.5 billion buyout fund focused on investment opportunities in the lower middle market. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 27 years Platinum Equity has completed more than 350 acquisitions.
After a record-breaking 2021 for M&A, deal activity slowed globally in 2022.The reasons for the slowdown are well-reported, but it was still a landmark year for Platinum Equity and its portfolio companies.There were transactions in Europe, a result of Platinum Equity’s commitment to the continent. There were significant exits. There was another example of the value Platinum Equity can provide to founder-owned businesses.The firm and its portfolio companies made strides in the areas of ESG, and as the world eased pandemic safety measures, the philanthropic presence of Platinum Equity and CEO Tom Gores continued to grow.And although economic conditions remain uncertain, the firm, founded in 1995, is poised for an impactful 2023.“We're here because we execute, we have a sense of urgency,” Gores said. “There's a certain culture that we have. It's not a feeling, it's the way you do things, it's the way you act. Whatever comes our way, we will act the same as we have for 28 years. We will keep our core fundamentals.”"We're built for a tough market, so we're prepared for whatever comes in 2023. We're going to keep doing our job.”Here is a look back at 2022: We're here because we execute, we have a sense of urgency. There's a certain culture that we have. It's not a feeling, it's the way you do things, it's the way you act. Whatever comes our way, we will act the same as we have for 28 years. We will keep our core fundamentals. Tom Gores, Platinum Equity Chairman and CEO Platinum Equity adds two companies to European portfolio In a year of measured M&A activity, Platinum Equity added two European companies to the firm’s growing portfolio. In January, Platinum Equity announced the acquisition of UK-based Leaders Romans Group, a property services firm. In July, the firm announced an agreement to acquire Imerys SA’s high temperature solutions business, which is located in Paris. Platinum Equity’s European portfolio now includes: Spain-headquartered global environmental services leader Urbaser and global frozen seafood company Iberconsa, European vacation rentals group Awaze, European private label sweet biscuits manufacturer Biscuit International, Italy-based global marine contractor De Wave Group and global wine distributor Fantini Group Vini. The growing European footprint is a testament to Platinum Equity’s commitment of resources over the last 20 years. Hop Lun acquisition an example of Platinum Equity’s appeal to founder-owned businesses The acquisition of global women’s apparel company Hop Lun, which is based in Hong Kong, is another instance of Platinum Equity building a solid working relationship with a founder-owned business. Current Platinum Equity portfolio companies Game Taco, Mad Engine, Arrow International, L&R Distributors and Centerfield were also acquired from company founders. Founded by Erik Ryd in 1992, the Hop Lun investment was led by Platinum Equity’s Singapore office, which Partner Jacob Kotzubei oversees. He said: “Hop Lun is a really great example of Platinum Equity’s tenacity and our ability to win over sellers in terms of just being a firm that really values the human side of our business equation. There are many founder or family-owned businesses facing succession or other issues that need a partner who can not only provide capital, but also operational expertise. We have a lot of experience in those situations.” Portfolio companies aggressively seek add-on opportunities Platinum Equity completed 61 add-on acquisitions across its portfolio in 2022. Club Car’s acquisition of Garia, a Danish low-speed electric vehicle, was one of many such acquisitions designed to spur international expansion. The Augusta (Ga.) Chronicle reported the transaction “will help expand the golf cart manufacturer’s reach in the growing global market.” McGraw Hill (Boards & Beyond), Deluxe (Post Haste Digital), Solenis (Clearon Corp.), Cision (Streem) and Paramount Global Surfaces (Stone Source) were among the portfolio companies to execute notable acquisitions. Platinum Equity, Ball Corp. exit Ball Metalpack for $1.35 billion When Platinum Equity and Ball Corporation completed the $1.35 billion sale of steel container manufacturer Ball Metalpack to Sonoco, it marked another exit from a Platinum Equity-sponsored partnership with a corporate seller. Platinum Equity has exited similar partnerships with Caterpillar (Neovia Logistics), Emerson (Artesyn Technologies and Vertiv), and Telstra (Sensis). Platinum Equity Partner Louis Samson said: “We find that corporate sellers can benefit from a structure that allows for a partial sale at the outset of their divestment process, with the opportunity to deliver incremental value by participating in the upside we can create together.” Ingram Micro, Platinum Equity divest Commercial & Lifecycle Business for $3 billionThe closing of the sale of most of portfolio company Ingram Micro's Commerce & Lifecycle Services Business to CMA CGM Group was completed in April. The transaction was valued at approximately $3 billion. The divested CLS business specializes in eCommerce contract logistics and omni-channel fulfillment. Platinum Equity acquired Ingram Micro for $7.2 billion in 2021. Platinum Equity Partner Jacob Kotzubei said: “Divesting the majority of CLS allows the company to focus more intensely on those things we believe can have the largest impact for the company and its partners.” Ingram also acquired Keenondots, which strengthens its cloud platform. Full exit of PAE ($1.9 billion) establishes Platinum Equity in government services sector Platinum Equity fully exited PAE Incorporated after the approximately $1.9 billion sale to an affiliate of Amentum Government Services Holdings LLC. Platinum Equity acquired the government services provider in 2016 and took it public in 2020. PAE is a global leader in delivering mission-critical smart solutions to the U.S. government and its allies on all seven continents. Add-on acquisitions of FCi Federal, Macfadden & Associates, CENTRA Technology, and Metis Solutions helped diversify its customer base, contract portfolio and geographic reach. PAE became publicly traded in 2020 via a transaction with a special purpose acquisition company, after which certain affiliates of Platinum Equity retained ownership of approximately 23.6% of the company’s shares. Those shares were sold in connection with the Amentum transaction. Platinum Equity, portfolio companies make ESG strides Platinum Equity provided a comprehensive summary of the firm’s approach to ESG in the form of an Environmental, Social and Governance Report for 2021. Some of the highlights of the summary include: signing the United Nation’s Principles of Responsible Investment, 100 percent of investments underwent ESG due diligence, 62 percent of 2021 new hires were from diverse candidates and 100 percent of firm employees completed anti-discrimination/harassment training. The ESG efforts of portfolio companies like Ingram Micro, Urbaser, Husky and Solenis were featured in the summary. Portfolio companies’ ESG efforts were also in the news with Solenis earning recognition from Time Magazine for its role in developing PFAS-free packaging. Aventiv Technologies transformation takes significant steps Under the direction of Platinum Equity leadership, Aventiv Technologies appointed an independent advisory board comprised of experts and advocates for reentry preparation, rehabilitation programming and access to technology for the incarcerated community. The board chairwoman is Teresa Hodge, a formerly incarcerated executive, who now is the CEO of Mission: Launch, a nonprofit that works with financial institutions to help the formerly incarcerated get access to capital to start businesses. It was one of several advancements that has helped to accelerate the company’s transformation to make its services more accessible, affordable and accountable. Platinum Equity acquired the technology provider for the incarcerated community in 2017. Hodge said: “This board is incredibly important to changing the status quo because we understand how important it is to actually listen to diverse voices when addressing the problems in the system, and Aventiv is committed to listening to all of us." Gores to business leaders and policymakers: ‘We have to listen to each other’ Gores, who was raised in Flint, Mich., was a featured speaker at the annual Mackinac Policy Conference, an annual policy gathering of lawmakers and business leaders in Michigan. U.S. Secretary of Transportation Pete Buttigieg, Michigan Governor Gretchen Whitmer and former Microsoft CEO Steve Ballmer were among the notable names attending. The theme of the conference was the business community’s role in polarizing times and Gores told the audience: “You have to establish common ground with everyone. We have to listen to each other. … We have to be open, otherwise we’re fraught with misunderstanding. That’s an important part of the culture. I run my company that way. I run my family that way.” Gores pledges $100 million to launch national charitable organization At the conference, Gores also announced plans to contribute $100 million to build a national charitable organization. A few days earlier, Gores announced plans to build a $20 million community center on Detroit’s west side. The announcements were in addition to continued philanthropic efforts with long-time partners SAY Detroit, Jalen Rose Leadership Academy, Toys for Tots and Voices for Children. After a Gores donation of $100,000 led to the successful implementation of a SAY Detroit charitable program in the summer of 2021, another $100,000 donation sponsored an entrepreneurial program last summer which resulted in Pistons-themed merchandise being sold by the NBA franchise in December. Proceeds benefited SAY Detroit. Platinum Equity begins mentorship program at Detroit charter school Platinum Equity introduced a mentorship program for Jalen Rose Leadership Academy. The August event took place at the Detroit Pistons Performance Center. JRLA students were given a tour of the PPC and had breakfast with either a mentor from Platinum Equity or the Pistons organization. Afterward, Platinum Equity Principal Dan Whelan moderated a panel discussion featuring Platinum Equity Partner John Diggins and executives Katie McNaughton and Vince Ellis. The panelists shared their career paths and gave insights into careers in private equity or professional sports. The idea is to establish solid mentorship relationships with students while exposing them to career paths they might not have considered. In February, Platinum Equity is planning to treat JRLA mentees to a Pistons game.
Aventiv Technologies CEO Dave Abel and advisory board chairwoman Teresa Hodge told Axios that access to technology can help reduce recidivism and improve outcomes for the incarcerated community. The two Aventiv representatives took part in an Axios-sponsored panel discussion for an online audience of policy makers. Abel, who was appointed CEO in 2020, said: “Aventiv is entirely focused on using technology to break this (recidivism) cycle. …. Many studies show that individuals inside facilities that connect with their outside support networks have better results. Technology can help create greater connectivity and communication, particularly when friends and family live hundreds of miles away. “It's important for us to create access for everyone regardless of their ability to pay.” Hodge, who is president and CEO of prison advocacy nonprofit Mission: Launch, added: “I believe the more we use technology and the more we allow technology to be used for individuals who are coming home, we’re going to see those recidivism rates lower and we’re going to have better outcomes for individuals in society at large.” Platinum Equity acquired Aventiv, a communications services provider to the incarcerated community, in 2017. Platinum Equity has sponsored a comprehensive transformation at Aventiv to make its services more accessible, affordable and accountable.
“We support the legislation and believe it is long overdue for our industry to stop fighting with reform-minded legislators and regulators. Instead, we have adopted a more collaborative approach that balances the needs of the incarcerated individuals and their families who use and pay for our services, and the corrections agencies that contract for them. “In stark contrast with many other providers of inmate communications services, we are aligned with Congress and the FCC on a shared vision of affordability, accessibility and thoughtful regulation that ensures incarcerated individuals benefit from technology that makes rehabilitative justice a reality. “To that end we have invested hundreds of millions of dollars to eliminate digital deserts in correctional facilities. Our company, with the full engagement of our ownership, has made dramatic changes to our business and advocated for a reform agenda across the country. We have renegotiated hundreds of contracts, provided no-commission options to government customers where desired, helped preserve public safety, and modernized our offerings even as we have reduced the average cost of our calls. “We will continue to work with regulators to take a data-driven approach that delivers technology solutions that are affordable and accessible to consumers. Regulation needs to help drive capital and resources into prisons so people are given the tools to have better outcomes, as it takes investment of capital to bridge the digital divide in prisons. “We look forward to working collaboratively with regulators and legislators to advance that outcome in the rule-making process. Working collaboratively with the FCC, we can take another step forward now, and we should.”