LBO Wire [logo]

Friday, April 20, 2007

 

Prepared for: Matthew Monks, Dow Jones & Company, matthew.monks@DOWJONES.COM

 

 

Cornerstone Equity Sells Label Maker Vestcom International

Cornerstone's determination to get a good sale price - despite issues with one of Vestcom's customers that complicated the auction - paid off, as the company ultimately fetched the firm a 3.2 times return. The buyers are Stephens Group - which has deep ties with Vestcom - and Lake Capital.»

Allied Capital Sells Mercury Air Centers For $427M

The company did six add-on deals and brought in a new CEO under Allied's leadership.»

Gores Group Does First Health Care Deal

The firm is buying Healthsouth's diagnostics division for $47.5 million in a baby boomer play.»

LBO-Backed Beauty Schools Co. Puts On A New Face

Key Principal has a 24% stake in Empire Beauty, which will boost school count to 88 from 37 with this deal.»

Goldman Invests In Big Names With $500M Energy Fund

The fund, even though it is still being raised, has already committed some $350 million.»

In the News

In Play
Wicks Group Puts Horse Racing Magazine On The Block
Aeroflex Gets Rival Offer From Veritas Capital
National Home Health Considering Competing Offer To Angelo Gordon's
Jeweler M Fabrikant & Sons Seeks Judge's OK To Auction Assets
Genesis Healthcare: Buyout Offer Raised To $64.25/Shr
ION Media Holder Zeiger Supports NBC-Citadel Revised Offer
Group Vying For Delphi Set To Move Ahead
Texas Politics Improve For TXU Deal, Final Hurdle Remains

Deals
Meriwether's Bullseye Sold To Summit's Safeguard
H&R Block To Sell Option One Mortgage To Cerberus

Deal Closures
No Counter Bidders Emerge For Vertrue
Investcorp Closes Sale Of Harborside Healthcare For $350M

Exits
Backers Of AMC To Sell Shares In IPO, Set At $18-$20 A Share

People News
Blackstone Hires Susan Balloch As Executive Director
EMAlternatives Names Alexandra Gardiner CFO

Limited Partners
NM Investment Council Mulls National Co-Investment Program
Nippon Life Plans To Boost Alternative Investments This FY

International
VSS Buys Stake In Spanish Mobile Content Co LaNetro Zed
Telefonica To Sell Airwave O2 To Macquarie For GBP1.9 Billion
Up To Ten Bidders Give New Look A Look
Bank Of NY To Service New Fund From Global Investment House
Terra Firma Tops KKR Alliance Boots Bid
Merrill Lynch To Up Focus On PE, Property In China

Industry News
Director Chides Topps Bd For Not Seeking Comments On Proxy
Wachovia Reorganizes Investment Banking
Ace USA Forms Mergers & Acquisitions Practice

Metrics
Recent LBO Funds Launched And Raised


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Top Stories

In This Section:

·                       •  Cornerstone Equity Sells Label Maker Vestcom International

·                       •  Allied Capital Sells Mercury Air Centers For $427M

·                       •  Gores Group Does First Health Care Deal

·                       •  LBO-Backed Beauty Schools Co. Puts On A New Face

·                       •  Goldman Invests In Big Names With $500M Energy Fund

Mid-market / Little Rock, Ark.

Cornerstone Equity Sells Label Maker Vestcom International

By Matthew Monks

4/20/2007 – Cornerstone Equity Investors LLC sold Vestcom International Inc. for $158 million to two other private equity firms, returning 3.2 times its money from the maker of shelf labels for supermarkets and drugstores.

The buyers -- The Stephens Group LLC and Lake Capital -- won an auction that was complicated last fall after one of Vestcom's top customers, Albertson's Inc., changed hands and began shedding locations, said Cornerstone Equity Managing Director Steve Larson.

Potential suitors became wary of Vestcom's growth prospects as the supermarket chains' new owners, an investment group led by Cerberus Capital Management, sold some 180 locations and initiated plans to shutter another 125, he said. Bids came in below Cornerstone Equity's expectations, and the sale process was delayed as Vestcom launched new accounts with Walgreen Co. and Safeway Inc.

The company re-engaged the Stephens Group, one of its initial suitors, in exclusive talks earlier this year as those accounts began to bear fruit.

"We were trying to get a premium price," Larson said. "(Potential buyers) needed to be convinced that the growth was there."

Stephens Group General Counsel Ron Clark said his firm was drawn to Vestcom's "strong market share," with a client list that includes retailers like Target Corp., Kroger Co. and Dollar General Corp.

The buyout firm also has deep ties with Vestcom. Their headquarters are located about 15 minutes away from each other in Little Rock, Ark. Stephens Group Senior Principal Rick Turner went to school with Vestcom President and Chief Operating Officer Tim McKenzie at the University of Arkansas, and also attends the same church. Stephens Group Principal Kent Sorrells' uncle was an initial investor in Vestcom when it was founded in 1969.

The executives' familiarity with each other made for a smooth negotiating process, although Stephens and Lake didn't get any favors when it came to a valuation, Larson said.

"We sold it for the best price we could get," he said.

Stephens Group decided to bring Lake Capital into the deal because it wanted a partner with lots of experience in the retail services industry, Larson said. Lake Capital is a veteran in the space, with a current investment in Storecast Merchandising Corp., which provides merchandising services in retailers.

Vestcom's shelf labels range from simple strips that have a barcode and price, to larger tags that feature advertisements, promotional and nutrition information. It also recently started marketing tiny shelf monitors that broadcast 30-second ads and sound clips.

The company is on track to post $120 million in revenue this year, up from $115 million in 2006. It processes up to 100 million labels a week from nine locations around the country.

It had more than 30 locations and provided marketing and business communication services to financial and insurance entities when Cornerstone Equity took it private in 2002.

That deal was worth about $85 million, with Cornerstone Equity investing nearly $36 million of equity, according to regulatory filings.

During the last five years, Cornerstone Equity has consolidated the business services arm while focusing on building up the retail labeling business, which the firm felt had the strongest growth potential. It sold the business services arm last year to Bowne & Co. for $30 million in cash, using the proceeds to take out a dividend and pay down some of Vestcom's debt.

Vestcom was advised by Robert W. Baird & Co. in the sale.

Reach Cornerstone at 212-753-0901; Stephens Group at 877-891-0091; Lake Capital at 312-640-7050 and Vestcom at 501-663-0100.

http://www.cornerstone-equity.com
http://www.stephensgroup.com
http://www.lakecapital.com
http://www.vestcom.com

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Mid-market / Richmond Heights, Ohio

Allied Capital Sells Mercury Air Centers For $427M

By Paul Ziobro

4/20/2007 – Allied Capital Corp. has agreed to sell Mercury Air Centers Inc., which refuels and provides other services to non-commercial jets while grounded, to Macquarie Infrastructure Co. for $427 million, more than five times what Allied paid for the company in 2004.

The publicly traded buyout firm said that it stands to book a gain of about $240 million on its equity invested, although it didn't provide cash-on-cash or internal rates of return on the deal.

Allied Capital is pleased with the investment, said Dan Russell, an Allied managing director. The firm helped triple Mercury's earnings before interest, taxes, depreciation and amortization after establishing it as a standalone company.

Previously, Mercury Air Centers had been part of the publicly traded Mercury Air Group, which sold it to Allied in 2004 for $83 million to pay off some of its debt.

The company's growth was helped with six add-on acquisitions that put Mercury Air Centers locations at three additional airports while expanding its presence at others, Russell said. Mercury Air Centers also brought in a new chief executive, Ken Ricci, and other members of senior management to guide the company.

In buying Mercury Air Centers, Allied Capital was betting that increasing orders for private and corporate jets, as well as an increase in fractional ownership of aircraft, would drive the need for Mercury's services.

That trend continued in 2006 when 4,042 general aviation airplanes were shipped, an increase of nearly 13% from the previous year's total of 3,580 units, according to the General Aviation Manufacturers Association. General aviation includes all non-military and non-commercial jets.

With headquarters in Richmond Heights, Ohio, Mercury Air Centers largely sells fuel to jets that pull into its fixed-based operations (FBOs) and also offers other services while the plane is grounded like de-icing, catering and cleaning. It currently has 24 FBOs at 22 airports nationwide. In addition to its Mercury Air Centers brand, the company operates under the names Corporate Wings, First Air and IX Jet Centers.

The company's financials were not disclosed although Macquarie said that Mercury would generate in excess of $25 million of Ebitda in the year following the sale.

The operations of Mercury Air Centers are expected to be combined with the Dallas-based Atlantic Aviation, which Macquarie Infrastructure Co. already owns. The combination will create a company with over 60 FBOs in North America.

Of the $427 million sale price, about $10 million of proceeds due to Allied are subject to holdback provisions. Allied expects to be repaid another $50 million of debt outstanding to Mercury at closing. The deal is expected to close in the third quarter and the purchase price is subject to adjustments.

Reach Allied Capital Corp. at 202-331-1112.

http://www.alliedcapital.com
http://www.fuelondemand.com

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Mid-market / Birmingham, Ala.

Gores Group Does First Health Care Deal

By Rimin Dutt

4/20/2007 – The Gores Group has struck its first health care deal, agreeing to buy the diagnostic division of HealthSouth Corp. for $47.5 million.

The deal, which the buyout firm landed through an auction, is expected to close by the end of June.

The firm started looking at the asset about a couple of months ago and found it compelling because it was a "technology-driven, services-oriented" business, said Frank Stefanik, a partner with Gores Group.

The firm hopes to do more deals in the health care services sector to cash in on the growing demands of an aging population, he said.

The diagnostic division includes a network of 54 freestanding imaging centers in 19 states and the District of Columbia. About 80% of the centers provide a combination of outpatient diagnostic imaging services, like MRIs and ultrasounds. The remaining ones are specialty labs.

Healthsouth sold the division as part of its efforts to reposition itself as a post-acute health care business, focusing on inpatient rehabilitative services.

Deutsche Bank Securities served as HealthSouth's financial adviser for this transaction.

Gores Group sees the business as a solid platform to grow organically and through add-on acquisitions, Stefanik said. He declined to comment on the division's financials, except to say that it has been doing well.

The investment came out of the firm's first fund, which closed in 2001 with $500 million in commitments. The Los Angeles-based firm is currently raising its second fund with a $750 million target, LBO Wire previously reported. It typically invests in technology, business services and industrial components sectors.

Reach Gores Group at 310-209-3010.

http://www.healthsouth.com
http://www.gores.com

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Mid-market / Pottsville, Pa.

LBO-Backed Beauty Schools Co. Puts On A New Face

By Rimin Dutt

4/20/2007 – Empire Beauty Schools Inc., a beauty schools operator that is minority-backed by Key Principal Partners, is bulking up in size, taking on 51 cosmetology schools from publicly-traded Regis Corp.

Regis will have a 49% stake in Empire Education Group, as the new company will be known, with Empire Beauty's shareholders retaining the rest. Key Principal hasn't yet decided whether to sell or roll over its 24% stake, said Frank Schoeneman, chairman and chief executive of Empire.

Partners at Key Principal did not return calls seeking comment.

The deal was negotiated directly between Regis and Empire's management, which had been seeking to end the competition between the schools, Schoeneman said. Specific financial terms weren't disclosed.

The combined Empire Education will own 88 accredited cosmetology schools, generating some $160 million of revenue in 2007, Schoeneman said. That's up from 37 schools and annual revenue of $63 million currently. Most of the schools owned by the two companies complement each other, said Schoeneman.

In addition, there are other synergies with Regis that Empire Beauty hopes to cash in on, such as cross-promotion of hair products at Empire's schools and career opportunities for trained students at Regis Corp., said Schoeneman.

Key Principal bought its stake in 2004 for $16 million, Schoeneman said. Since its investment, the company has grown by expanding its schools, which teach students skills in hair styling, skin care, nail care and massage, into new geographic locations, like Chicago, New York and Boston.

Reach Key Principal at 216-828-8125.

http://www.keyprincipalpartners.com
http://www.empire.edu/

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New York

Goldman Invests In Big Names With $500M Energy Fund

By Keenan Skelly

4/20/2007 – Goldman Sachs Asset Management Private Equity Group, the private equity fund-of-funds arm of the investment banking giant, is almost done raising - and investing - its $500 million Goldman Sachs Concentrated Energy Fund, according to a limited partner.

The New York-based manager has already invested some $250 million to such funds as Quantum Energy Partners IV LP, First Reserve Fund XI LP, Energy Capital Partners I LP and Carlyle/Riverstone Global Energy Power Fund III LP.

The fund of funds also does direct investing, and is allowed to commit at least 25% of the total raised to direct deals. So far, Goldman Sachs has invested $100 million to Quantum Resources A1, $12 million to FirstLight Power Resources Inc., formerly NE Energy Inc., owner and operator of predominantly hydro-generation plants in Connecticut and Massachusetts; and $20 million to Niska Gas Storage, an independent natural gas storage company in North America.

Niska Gas Storage is a holding company that Carlyle/Riverstone Global Energy & Power Fund III formed after acquiring the first chunk of publicly-traded EnCana Corp.' natural gas storage operations in May for $1.3 billion, said Paul Amirault, senior vice president of Niska Gas. Carlyle/Riverstone completed its $1.5 billion acquisition of EnCana Corp.'s gas storage business in November.

No further information could be found on Quantum Resources A1.

Goldman Sachs declined to comment.

Goldman Sachs Concentrated Energy Fund invests in a natural resources niche and focuses on the oil, gas, coal, power, energy infrastructure and energy-services sub-sectors.

Though the fund of funds is close to being fully committed, it is still taking in LP commitments, including one from the Ohio State University, which approved a $10 million allocation last month. It's not clear when Goldman began raising the fund of funds.

This strategy allows LPs to view the fund in action, which helps when a vehicle is a first-timer. This is Goldman Sach's first concentrated energy fund. It also mitigates the J-curve effect, a thorn in the side of many LPs, by reducing the wait for distributions.

The Goldman Sachs name also helps, given that the private equity group utilizes the firm's network and resources to source and analyze potential investments efficiently.

According to one LP, Goldman Sachs Concentrated Energy Fund will charge a 1% management fee for the first five years. Starting in the sixth year, the management fee will be 75% of the previous year's fee. Also, a performance fee of 5% of investment profits and 15% of direct investment profits will be charged, but only after investors receive 100% of their capital contributions plus an 8% annual return.

The GP commitment is 5%, and the term of the fund is 10 years. The investment period is two years, according to the LP.

The private equity group manages $18 billion in committed assets across four fund programs: diversified, secondary, technology and distressed funds of funds.

Reach Goldman Sachs at 212-902-1000.

http://www2.goldmansachs.com

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In This Section:

·                       •  Wicks Group Puts Horse Racing Magazine On The Block

·                       •  Aeroflex Gets Rival Offer From Veritas Capital

·                       •  National Home Health Considering Competing Offer To Angelo Gordon's

·                       •  Jeweler M Fabrikant & Sons Seeks Judge's OK To Auction Assets

·                       •  Genesis Healthcare: Buyout Offer Raised To $64.25/Shr

·                       •  ION Media Holder Zeiger Supports NBC-Citadel Revised Offer

·                       •  Group Vying For Delphi Set To Move Ahead

·                       •  Texas Politics Improve For TXU Deal, Final Hurdle Remains

Mid-market / New York

Wicks Group Puts Horse Racing Magazine On The Block

By Rimin Dutt

4/20/2007 – Amid a hot market for special interest media, The Wicks Group of Cos. has put its Daily Racing Form LLC, publisher of the horse racing magazine by the same name, on the block.

The firm has hired Credit Suisse Securities to explore strategic alternatives for the company including a sale process.

Daily Racing Form, founded in 1894, is currently the only national daily print publication dedicated to horse racing. The magazine also has a Web site. The company's financials were not disclosed, and Wicks Managing Partner Craig Closk declined to comment on specifics.

Wicks acquired the magazine from Alpine Capital Group in 2004 for an undisclosed sum.

The magazine could receive interest from media-savvy private equity firms, particularly from the ones that own special interest media companies.

The sector has attracted interest because of the steady revenue such assets generate. Wind Point Partners backs a platform called Active Interest, which owns such titles as American Cowboy and Yoga Journal; Spectrum Equity Investors backs Apprise Media, which publishes Bow and Arrow Hunting and Victorian Homes; and ABRY Partners and Providence Equity Investors back F&W Publications, which publishes Antique Trader and Big Reel.

Reach Wicks Group at 212-838-2100.

http://www.drf.com
http://www.wicksgroup.com

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Large / Plainview, N.Y.

Aeroflex Gets Rival Offer From Veritas Capital

By Staff Reporters

4/20/2007 – Aeroflex Inc., which agreed to be bought out by two private equity firms for $1 billion last month, has received a higher rival offer from Veritas Capital.

However, the Plainview, N.Y., maker of automated testing services said its $13.50-a-share buyout agreement with General Atlantic and Francisco Partners remains in place.

The company, which had until April 18 to solicit other bids, received a proposal from Veritas Capital for a leveraged recapitalization in which stockholders would receive a cash dividend of $14 and retain 21.2% of the fully diluted common equity.

New York-based Veritas Capital would control the rest of the equity.

Aeroflex is to pay a break-up fee of up to $22.5 million to General Atlantic and Francisco Partners if it accepts another offer under the buyout agreement they announced March 5.

Reach General Atlantic at 203-629-8600 and Francisco Partners at 650-233-2900.

http://www.veritascapital.com
http://www.franciscopartners.com
http://www.generalatlantic.com

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Scarsdale, N.Y.

National Home Health Considering Competing Offer To Angelo Gordon's

By Andrew Edwards

4/20/2007 – National Home Health Corp. plans to pursue a revised $12 dollars-a-share cash buyout offer from Premier Home Health Services Inc.

The company had rejected another $12 per-share offer in February because the original offer was conditional.

The Scarsdale, N.Y., company said its board's special committee unanimously voted that the new offer could be expected to lead to a superior proposal, compared with the previous offer from Angelo Gordon & Co. of $11.35 a share to $11.50 a share.

The board accepted the committee's proposal.

National Home Health's shares ended trading down 8 cents, or 0.7%, at $11.62.

Reach Angelo Gordon at 212-692-2000.

http://www.angelogordon.com
http://www.nhhc.net

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New York

Jeweler M Fabrikant & Sons Seeks Judge's OK To Auction Assets

By Laura K. McGann

4/20/2007 – Diamond wholesaler M. Fabrikant & Sons Inc. has asked a judge for permission to begin enticing bidders for an auction of its assets slated for early May.

The request, filed with the U.S. Bankruptcy Court in Manhattan on Tuesday, solidifies the company's earlier assertions that it may liquidate rather than reorganize.

Under the auction plan, privately held M. Fabrikant would sell all its assets, including inventory, accounts and intellectual property. It would then file a liquidation plan with the court.

Under the proposed auction rules, any stalking-horse, or lead bidder, would be offered payment for fees and costs worth up to 2% of the bid or $200,000, if the offer lost at auction.

The judge overseeing the jewelry company's bankruptcy case will decide whether to approve the rules at a hearing on April 26.

M. Fabrikant has been under Chapter 11 protection since Nov. 17, after lenders "froze" its bank accounts. Lenders include ABN Amro Bank, Antwerpse Diamantbank, Bank of America, HSBC Bank USA, Israel Discount Bank of New York, JP Morgan Chase and Sovereign Bank. Fabrikant owed lenders about $161.9 million as of December.

The 112-year-old New York company is one of the world's largest manufacturers and distributors of diamonds and gemstone jewelry. It could draw interest from private equity firms, which have been active in the retail jewelry industry in recent years.

For instance, Waltham Mass.-based DDJ Capital Management last year sold Samuels Jewelers Inc. in December to Gitanjali Gems Ltd. DDJ Capital bought the Austin, Texas-based chain out of bankruptcy in 2004 and turned it around shedding some location. Also last year, Fenway Partners sold its minority stake in jeweler Harry Winston to Aber Diamond Corp., fetching $99 million after seven years of ownership.

M. Fabrikant & Sons owns 81% of domestic unit Fabrikant-Leer International Ltd., which is also in Chapter 11. Fabrikant directly and indirectly owns over 40 companies in 10 countries.

Reach M. Fabrikant at 212-757-0790.

http://www.fabrikant.com

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Large / Kennett Square, Pa.

Genesis Healthcare: Buyout Offer Raised To $64.25/Shr

By Staff Reporters

4/20/2007 – Genesis HealthCare Corp. said it has amended its merger agreement with affiliates of Formation Capital LLC and JER Partners to increase the cash portion payable to Genesis shareholders to $64.25 per share from $63. The transaction is now valued at $1.7 billion, including the assumption of roughly $475 million in debt.

In addition, under the amended agreement, the termination fee has been reduced to $15 million from $50 million.

The original deal was announced Jan. 16. Genesis shareholders will vote on the new agreement on May 4.

Kennett Square, Pa.-based Genesis operates skilled nursing centers and assisted living residences.

Genesis shares were halted prior to the announcement.

Reach Formation Capital LLC at 770-754-9660 and J.E. Robert at 703-714-8000.


http://www.jer.com
http://www.formationcapital.com
http://www.genesishcc.com

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West Palm Beach, Fla.

ION Media Holder Zeiger Supports NBC-Citadel Revised Offer

By Denise Jia

4/20/2007 – Investor Steven Robert Zeiger, holder of a 5.7% stake in Ion Media Networks, said that he supports an amended buyout offer made by NBC Universal Inc. and hedge fund Citadel Investment Group.

Zeiger said in a filing with the Securities and Exchange Commission that he intends to recommend to Ion's board that it accept NBC-Citadel's modified proposal and enter into a definitive agreement.

As reported, Ion Media is mulling various restructuring offers, including the one from Citadel with support from NBC, which holds a controlling interest in Ion Media. NBC is majority-owned by General Electric Co.

The other proposal is from a group of Ion Media preferred stockholders, who have complained that the Citadel offer shortchanges them and have submitted their own recapitalization plan for the company.

The New York Post reported that some of the preferred shareholders have privately threatened to sue Ion's board members if they accept the NBC-Citadel offer.

NBC and Citadel first proposed a restructuring plan in January and have twice revised their offer, most recently on April 11. Their latest revision calls for a cash injection of $100 million into the TV broadcaster formerly known as Paxson Communications. The deal raises the price paid to some preferred holders and gives them a potential stake in the private company.

NBC and Citadel said that if a tender offer is launched by May 4, tendering shareholders would receive $1.45 per share in cash.

Reach Ion Media Networks at 561-659-4122.

http://www.citadelgroup.com
http://www.ionmedia.tv

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Large / Detroit

Group Vying For Delphi Set To Move Ahead

By Jeffrey McCracken and Terry Kosdrosky