TierPoint has agreed to buy Xand from ABRY Partners. Financial terms weren’t announced. Ontario Teachers’ Pension Plan is also investing. Xand provides colocation, cloud, disaster recovery, and managed services with six data centers in New York, Pennsylvania, Connecticut, and Massachusetts. RBC Capital Markets and Credit Suisse are providing debt financing. DH Capital provided financial advice to ABRY/Xand. PRESS RELEASE LOUIS–(BUSINESS WIRE)–TierPointtoday announced it has reached an agreement with an affiliate of ABRY Partners to acquire Xand, a leading, privately held provider of colocation, cloud, disaster recovery, and managed services with six data centers located in New York, Pennsylvania, Connecticut, and Massachusetts. Terms of the sale were not disclosed. The acquisition of Xand solidifies TierPoint’s position as one of the leading providers of colocation and cloud services in the United States. The combined company will operate 13 highly-redundant, Tier III plus data centers in 10 very attractive markets with almost 300,000 square feet of raised floor, serving approximately 3,700 customers. In addition, this acquisition positions TierPoint to significantly expand data center capacity in the future by an additional 150,000 square feet of raised floor to support the long-term demands of its customers. The consolidated company will also share a common cloud infrastructure supported by industry-leading partners such as Cisco, NetApp, and Fortinet. The transaction is expected to be finalized in November. “Cequel III is making a significant investment in TierPoint in support of this transaction and we are excited to bring two market leading data center operators together,” said Jerry Kent, Chairman of TierPoint. “This transaction will enhance our management team and solidify our ability to provide pre-eminent customer service, all supported locally by an employee team that is second to none.” The acquisition is being funded through a combination of incremental equity from TierPoint’s existing investors as well as a new investor, Ontario Teachers’ Pension Plan (Teachers’), Canada’s largest single-profession pension plan with more than $140 billion in net assets. Its investment was led by Teachers’ Private Capital, which manages a global private equity portfolio valued at approximately $14 billion. TierPoint’s current investor group includes Cequel III management led by Chairman Jerry Kent, RedBird Capital Partners, The Stephens Group, Jordan/Zalaznick Advisers, Inc., and Thompson Street Capital Partners. “We are very excited about the Xand acquisition,” said Paul Estes, TierPoint CEO. “Our investors, including our new investor, Teachers’, have shown confidence in and a deep commitment to TierPoint. By investing in our growth strategy, they have helped position us for success now and for the foreseeable future.” RBC Capital Markets and Credit Suisse will be providing debt financing for the transaction. Paul Hastings acted as legal advisor to TierPoint. DH Capital acted as exclusive financial advisor to ABRY and Xand, while Kirkland & Ellis served as their legal advisor. About TierPoint TierPoint is a leading provider of cloud, colocation, and managed services designed to help organizations improve business performance and manage risk. With corporate headquarters in St. Louis, Mo., TierPoint operates 141,000 square feet of raised-floor data center space across multiple state-of-the-art facilities located in Baltimore, Dallas, Oklahoma City, Philadelphia, Seattle, Spokane, and Tulsa. About Xand Founded in 1999, Xand is the Northeast’s premier provider of highly resilient data center, cloud, and managed services. With data centers in New York, Pennsylvania, Connecticut, and Massachusetts, Xand offers colocation, cloud, enterprise hosting, managed services, business continuity, disaster recovery, and managed networking throughout the region via best-in-class facilities, engineering expertise, and commitment to customer service excellence.
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ABRY Partners to sell Xand to TierPoint
An investor group led by Siris Capital Group has agreed to buy Digital River in a deal valued at about $840 million. Terms of the deal call for Siris to buy all outstanding Digital River shares for $26 each cash. Minneapolis-based Digital River provides Commerce-as-a-Service solutions. Digital River has the right to solicit alternative offers from third parties during a 45-day “go shop.” Macquarie Capital and Sankaty Advisors are providing debt financing. Morgan Stanley & Co. advised Digital River, while Union Square Advisors and Evercore Partners provided financial advice to Siris. PRESS RELEASE MINNEAPOLIS–(BUSINESS WIRE)–Digital River, Inc. (NASDAQ: DRIV), a leading global provider of Commerce-as-a-Service solutions, today announced that it has entered into a definitive merger agreement to be acquired by an investor group led by Siris Capital Group, LLC (collectively “Siris”) in a transaction valued at approximately $840 million. Under the terms of the agreement, Siris will acquire all of the outstanding common shares of Digital River for $26.00 per share in cash, representing a premium of approximately 50 percent over the closing price on October 23, 2014, and 67 percent over Digital River’s volume weighted average share price during the 90 days ended October 23, 2014. The agreement was approved by Digital River’s Board of Directors, which recommended that Digital River’s stockholders adopt the agreement with Siris. Under the terms of the agreement, Digital River may solicit alternative acquisition proposals from third parties during a 45-day “go-shop” period, following the date of execution of the merger agreement. There is no guarantee that this process will result in a superior proposal. A special meeting of Digital River’s stockholders will be held as soon as practicable following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission and subsequent mailing to stockholders. “We are pleased to have reached this agreement with Siris, which provides significant value to our shareholders and represents a clear endorsement of our transformation strategy, our industry leading ecommerce and payments solutions, our 1,300 global experts and our deep commitment to clients,” said David Dobson, Digital River’s CEO. “We believe that this transaction will provide Digital River with the flexibility to innovate and execute our vision of setting the standard for global ecommerce technology and services. Siris has extensive industry expertise, and working with Siris, Digital River will continue to create even more compelling ways to deliver ecommerce excellence and customer growth.” “With 20 years of global ecommerce expertise, Digital River has a leading market position and significant global growth potential in the Commerce-as-a-Service market,” said Dan Moloney, Siris Capital Executive Partner. “We are excited to work with the talented employees to build on the Company’s success as a global leader in ecommerce, payments and marketing services. We look forward to supporting Digital River as it continues to serve its world-class client base while exploring new opportunities to drive innovation and global growth.” Siris has secured committed financing consisting of a combination of equity and debt. The equity financing will be provided by an investor group led by Siris and the debt financing will be provided by Macquarie Capital and Sankaty Advisors. The transaction is subject to customary closing conditions, including the receipt of shareholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, but is not subject to any financing condition. Upon completion of the acquisition, Digital River will become wholly owned by an affiliate of Siris. The transaction is currently expected to close in the first quarter of 2015. Morgan Stanley & Co. LLC is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Digital River in connection with the transaction. Macquarie Capital (USA) Inc., Union Square Advisors LLC, and Evercore Partners Inc. are acting as financial advisors and Simpson Thacher & Bartlett LLP is acting as legal advisor to Siris in connection with the transaction. For further information regarding the terms and conditions contained in the definitive merger agreement, please see Digital River’s Current Report on Form 8-K, which will be filed in connection with this transaction. Digital River plans to release its third quarter earnings after market close on Wednesday, October 29, 2014, and does not intend to hold a conference call to discuss earnings given today’s announcement. About Digital River, Inc. Backed by 20 years of ecommerce experience, Digital River is recognized as a leading global provider of Commerce-as-a-Service solutions. Companies of all sizes rely on Digital River’s multi-tenant, SaaS commerce, payments and marketing services to manage and grow their online businesses. In 2013, Digital River processed more than $30 billion in online transactions, connecting B2B and B2C digital products and cloud service companies as well as branded manufacturers with buyers across multiple devices and channels, and nearly every country in the world. Digital River is headquartered in Minneapolis with offices across the U.S., Asia, Europe and South America. For more details about Digital River, visit the corporate website, follow the company on Twitter or call +1 952-253-1234. About Siris Capital Group Siris Capital is a leading private equity firm focused on making control investments in data, telecommunications, technology and technology-enabled business service companies in North America. Integral to Siris’ investment approach is its partnership with exceptional senior operating executives, or Executive Partners, who work exclusively with Siris to identify, validate and operate investment opportunities. Their significant involvement allows Siris to focus on complex, special situations; typically businesses caught in the midst of a technology transition, which creates operational, strategic, and financial challenges. Forward-Looking Statements All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning Digital River’s intent to consummate a merger with an affiliate of Siris. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to, among other things, Digital River’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of Digital River. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: (i) the risk that the merger may not be consummated in a timely manner, if at all; (ii) the risk that the merger agreement may be terminated in circumstances that require Digital River to pay Siris a termination fee or other expenses; (iii) risks related to the diversion of management’s attention from Digital River’s ongoing business operations; (iv) risks regarding the failure of the relevant Siris affiliate to obtain the necessary financing to complete the merger; (v) the effect of the announcement of the merger on Digital River’s business relationships (including, without limitation, customers and suppliers), operating results and business generally; (vi) risks related to satisfying the conditions to the merger, including the failure of Digital River’s stockholders to approve the merger, timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) the ability to recognize the benefits of the merger and (viii) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the proposed merger. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Digital River’s Form 10-K for the fiscal year ended December 31, 2013, and its subsequent quarterly reports on Form 10-Q. Except as required by law, Digital River does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future. Additional Information and Where to Find It This press release may be deemed to be solicitation material in respect of the proposed acquisition of Digital River. In connection with the proposed merger, Digital River intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a preliminary proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, Digital River will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT DIGITAL RIVER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DIGITAL RIVER AND THE PROPOSED MERGER. The preliminary proxy statement, the definitive proxy statement and other relevant materials in connection with the proposed merger (when they become available), and any other documents filed by Digital River with the SEC, may be obtained free of charge at the SEC’s website atwww.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC at Digital River’s website,www.digitalriver.com, or by contacting Investor Relations by directing a request to Digital River, Inc., Attention: Investor Relations, 10380 Bren Road West, Minnetonka, MN 55343, or by calling 952-225-3351. Digital River and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Digital River’s stockholders with respect to the proposed merger. Information about Digital River’s directors and executive officers and their ownership of Digital River’s common stock is set forth in the proxy statement for Digital River’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on April 11, 2014. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed merger.
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Sirirs Capital inks $840 mln buy of Digital River
Superior Capital Partners has made add-on acquisitions for its its Rostra Precision Controls and Aldora Aluminum & Glass platforms. Rostra Precision Controls has bought New Jersey based-Vehicle Safety Manufacturing, a producer of turn-signal switches and lighting products for the heavy-duty truck and slow-moving vehicle industry. And, Aldora Aluminum & Glass has acquired the assets of Florida-based Peterson Industries, a maker of framed and frameless shower doors, mirror doors, closet doors and glass enclosures. No financial terms were disclosed for either transaction. PRESS RELEASE DETROIT, Oct. 23, 2014 /PRNewswire/ — Superior Capital Partners LLC, a Detroit-based private equity firm, announced today that it has completed add-on acquisitions for its Rostra Precision Controls and Aldora Aluminum & Glass platforms. Rostra Precision Controls purchased Vehicle Safety Manufacturing, LLC, a New Jersey-based manufacturer of turn-signal switches and lighting products for the heavy-duty truck and slow-moving vehicle market. Aldora Aluminum & Glass acquired the assets of Peterson Industries, Inc., a Florida-based manufacturer of framed and frameless shower doors, mirror doors, closet doors and glass enclosures. The transactions represent the 17th and 18th acquisitions from Superior’s 2008 inaugural fund. Rostra Precision Controls is a leading manufacturer and distributor of electronic accessories including obstacle sensing systems, cruise controls and comfort systems to the light-vehicle aftermarket. Rostra also manufactures electronic transmission components for the automotive aftermarket and for original equipment manufacturers. The acquisition of Vehicle Safety expands the company’s electronic products offering into turn-signal switches and lighting components. It also provides an entry into the heavy-duty industry through which the Accessories Division will market its core obstacle sensing, cruise control, and comfort system product lines. Superior’s Aldora Aluminum & Glass platform is a fabricator and value-added distributor of architectural glass and aluminum products. The company customizes its products to architectural specifications by cutting, tempering, laminating, insulating and assembling large glass and aluminum components. Aldora’s products are used in a wide range of applications including impact (hurricane resistant) and non-impact storefront and entrance doors and frames, shower doors, window systems and curtain wall systems. The acquisition of Peterson expands Aldora’s presence and completes its product line in the growing shower door category. Combined, Aldora and Peterson serve over 1,500 customers located throughout the eastern U.S. Mark Carroll, Superior’s Managing Partner, commented, “The transactions demonstrate our continued focus on expanding our market-leading platforms through highly-complementary add-on acquisitions. These add-ons represent the 11th and 12th companies Superior has added to its six platform investments. Rostra and Aldora will continue to look aggressively at add-on opportunities in their respective industries.” As a special situations fund, Superior combines capital, transaction experience and operational improvement expertise with proven management teams who have the vision, capability and commitment to successfully improve and grow their businesses. Superior seeks to acquire or recapitalize niche manufacturers, value-added distributors and specialty service companies. Generally, these companies will have annual revenue of $10 to $150 million, identifiable growth opportunities and the need for capital and resources to implement a growth and recovery plan. Related websites: www.superiorfund.com www.rostra.com www.vehiclesafetymfg.com www.aldora-architectural.com www.petersonindustries.com
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Superior Capital’s Rostra and Aldora close on acquisitions
Intervale has agreed to sell Proserv, an energy technology services company, to Riverstone. No financial terms were disclosed. The deal is expected to be completed in December. Goldman Sachs, Simmons & Company International Limited, Blackwood Partners and Norton Rose Fulbright advised Intervale and Proserv on the transaction. PRESS RELEASE CAMBRIDGE, Mass., Oct. 23, 2014 /PRNewswire/ — Intervale Capital (“Intervale”), a private equity firm focused on the oilfield services industry, has signed a definitive agreement to sell Proserv Group Inc. (“Proserv” or the “Company”) to Riverstone Holdings LLC (“Riverstone”), an energy and power-focused private equity firm with over $27 billion of committed capital. As part of the transaction, Riverstone Global Energy and Power Fund V, L.P., in partnership with Proserv management, will acquire 100% of the shares of Proserv from Intervale, Weatherford International and certain minority shareholders. Financial terms of the transaction were not disclosed. The transaction is subject to certain regulatory approvals and is expected to close in December. Formed by Intervale through the acquisition and integration of several specialty subsea businesses between 2008 and 2014, Proserv is a global engineered products and services business focused on the offshore and subsea markets. The Company’s solutions include drilling control systems, subsea production systems, offshore production equipment, and marine technology services across the full life-of-field, with particular emphasis on brownfield upgrade and life extension. Headquartered in Aberdeen, Scotland, the Company is diversified by business division, between manufacturing and services, and geography, with operations across North and South America, Europe, West Africa, the Middle East, Asia and Australia. For more information, please visit www.proserv.com. Erich Horsley, Partner at Intervale, commented, “We are particularly grateful to David Lamont and the entire Proserv management team for the tremendous job building the Company into a leading global player in the offshore and subsea market.” Tuan Tran, Principal at Intervale, added, “We are proud of our association with Proserv and are confident that the Company will continue to thrive under Riverstone’s ownership. We are also pleased to achieve an attractive return for our investors.” David Lamont, CEO of Proserv, commented, “We are excited to partner with Riverstone, whose management team clearly understands the trends driving Proserv’s end markets, and the unique value proposition we bring to our customers. I’d also like to thank Intervale and Weatherford for fully supporting our business over the past few years, and for helping us select Riverstone as the ideal partner for the next phase of our development.” Mr. Lamont will continue as CEO of Proserv following the closing of the transaction. The Proserv transaction will be the fourth exit from Intervale’s first fund, which closed on $281 million in 2008. Exited investments include Ulterra Drilling Technologies (sold to ESCO Corporation in 2012) and Casedhole Solutions (sold to C&J Energy Services, Inc. in 2012). Intervale has $1.2 billion of committed capital and is actively investing out of its third fund, a $496 million fund raised in February of 2014. Goldman Sachs & Company, Simmons & Company International Limited, Blackwood Partners LLP, and Norton Rose Fulbright acted as advisors to Intervale and Proserv on the transaction. Willkie, Farr & Gallagher LLP acted as legal advisor to Riverstone. About Intervale Capital Intervale Capital is an energy-focused private equity firm with offices in Boston and Houston. Intervale invests exclusively in middle-market oilfield services and manufacturing companies and related technologies. The firm has raised $1.2 billion of committed capital since its inception in 2006 and is currently investing from its third fund. Intervale portfolio companies include TEAM Oil Tools (completions equipment and services), Aegis Chemical Solutions (production chemicals and water treatment), Allied Oil & Gas Services (cementing and acidizing services), Antelope Oil Tool (casing and cementing products), Certus Energy Solutions (diversified oilfield rental equipment), Energes Oilfield Solutions (well flow control, water transfer and safety services), EPIC Lift Systems (artificial lift), Tier 1 Energy Solutions (Canadian wireline and completions) and Recapture Solutions (flare remediation and power generation). About Riverstone Holdings LLC Riverstone is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with approximately $27 billion of equity capital raised. Riverstone conducts buyout and growth capital investments in the exploration & production, midstream, oilfield services, power and renewable sectors of the energy industry. With offices in New York, London, Houston and Mexico City, the firm has committed approximately $26 billion to 111 investments in North America, Latin America, Europe, Africa and Asia.
AssuredPartners, a portfolio company of GTCR, has acquired the assets of Turner & Hamrick. No financial terms were disclosed. Based in Troy, Alabama, Turner & Hamrick specializes in providing insurance for the trucking sector. PRESS RELEASE LAKE MARY, Fla. – Oct. 23, 2014 — AssuredPartners Inc., through a subsidiary, has purchased the assets of Turner & Hamrick, LLC, headquartered in Troy, Alabama. The agency specializes in insurance for the trucking industry, in addition to coverage for businesses, individuals, and professional liability. Turner & Hamrick reports revenues of approximately $3.7 million. As part of the acquisition, 23 Turner & Hamrick employees will join AssuredPartners. Operations will continue in the Troy office, and in existing satellite offices in Birmingham, Montgomery, and Daphne, Alabama, under the local leadership of William F. Hamrick, Managing Member of Turner & Hamrick. “For more than 20 years, Turner & Hamrick has developed innovative risk management programs for our clients,” said Hamrick. “We are excited to provide our clients with new coverage options as a part of the 13th largest insurance broker* in the U.S.” “The Turner & Hamrick acquisition strengthens AssuredPartners presence in the Alabama market,” said Tom Riley, President and COO of AssuredPartners, Inc. “We welcome Turner & Hamrick staff and clients to the AssuredPartners family.” For more information about Turner & Hamrick, please visit: http://www.turnerhamrick.com/. ABOUT ASSUREDPARTNERS, INC Headquartered in Lake Mary, Florida and led by Jim Henderson and Tom Riley, AssuredPartners Inc., a portfolio company of Chicago-based private equity firm GTCR, acquires and invests in insurance brokerage businesses (property and casualty, employee benefits, surety, MGA/wholesalers) across the United States and in London. From its founding in March of 2011, AssuredPartners has grown to approximately $390 million in annualized revenue and continues to be one of the fastest growing insurance brokerage firms in the United States with more than 80 offices in 27 states and a London office. Since 2011, AssuredPartners has acquired 70 insurance firms. For more information, please contact Dean Curtis, CFO, at 407.708.0031 or firstname.lastname@example.org, or visit http://www.assuredptr.com.
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GTCR-backed AssuredPartners buys Turner & Hamrick
(Reuters) – Philippine specialty retailer SSI Group Inc priced its initial public offering (IPO) at the top end of its indicative range, allowing it to raise $166 million in the country’s third and biggest maiden share sale this year. The offer price was set at 7.50 pesos ($0.1676), the high end of the 7.00-7.50 pesos guidance, Reginaldo Cariaso, chief operating officer of underwriter BPI Capital Corp, told Reuters on Thursday. SSI had earlier cut its maximum IPO price from an initial guidance of 12.50 pesos per share. “It was five to 10 times oversubscribed by foreign and local fund managers,” Cariaso said. SSI Group, which resells 103 international brands in the Philippines and operates convenience stores through the FamilyMart chain, tapped HSBC, Credit Suisse (Singapore) Ltd, and BPI Capital to manage the IPO.