Café Del Pacífico, S.A. de C.V.

Situation

Seale & Associates was retained by the family owners of Caffenio, a leading Mexican roaster and producer of coffee and coffee related products to advise on the structuring of a transaction with OXXO, their top client by sales and volume. Both the company and the client had strong concerns about the highly dependent nature of their relationship.

Seale & Associates’ Approach

Seale professionals ran a comprehensive analysis of the situation and determined and crafted an ideal transaction structure that addressed the concerns of both parties.

Outcome

The process resulted in the sale of a minority participation and an execution of long term supply agreement with OXXO. After the transaction, Caffenio has grown significantly driven by a stronger relationship with OXXO.

Grupo Chen

Situation

Seale & Associates was retained by the owner and founder of Grupo Chen to advise on a sale of the company as part of succession planning. Grupo Chen produces, markets and distributes dairy products, including cheese, yogurt, butter, and dairy cream.

Seale & Associates’ Approach

Seale professionals managed a preferred buyer process with Sigma Alimentos, while maintaining the option to initiate a competitive auction process with other potential strategic buyers for Grupo Chen. Seale’s disciplined approach to a preferred buyer process allowed it to maintain momentum and negotiating leverage throughout the process and ensure closing at a fair value and terms.

Outcome

The process resulted in a successful acquisition by Sigma Alimentos, an ALFA subsidiary (BMV:ALFA), of Grupo Chen, and Chen becoming Sigma’s dairy product platform for growth.

Grupo Fomento Queretano

Situation

Seale & Associates was retained by the family owners of Grupo Fomento Queretano, one of the oldest family-owned Coca-Cola bottlers in Mexico, to analyze strategic alternatives for their business in the context of a changing industry landscape.

Seale & Associates’ Approach

Seale professionals presented the family with a range of strategic alternatives and outcome scenarios for a sale or merger with three industry consolidators, and analyzed in the context of shareholder value, timing, and control objectives. After the family decided that a merger with Coca-Cola FEMSA was the preferred alternative, Seale ran a disciplined and expedited preferred buyer process to achieve shareholder’s value, timing and control objectives.

Outcome

Seale’s approach resulted in shareholder consensus on the preferred alternative and a successful merger with Coca-Cola FEMSA. As a result of the merger, Grupo Fomento Queretano’s shareholders received 45.1 million newly issued KOF series L shares for a total aggregate enterprise transaction value of approximately Ps. 7.6 billion (US$580 million), including the assumption of debt.

Grupo Industrial Saltillo, S.A.B. de C.V. (BMV:GISSA)

Situation

Seale & Associates was engaged by Grupo Industrial Saltillo to advise on the divestiture of its Sanitaryware Business as part of their corporate strategy to focus on its core business units. GIS’ Sanitaryware Business designs, manufactures and distributes ceramic sanitaryware products in the United States and Mexico. Prior to the sale, the Business was part of GIS’ Vitromex subsidiary and a complex carve-out was required for the transaction.

Seale & Associates’ Approach

Seale professionals ran a competitive global auction process with multiple strategic buyers participating. Seale worked closely with GIS corporate and business level management to prepare carve-out financials for the Business that reflected a stand-alone organization, as well as the positive impact on financial results of a recently implemented operations improvement initiative.

Outcome

The process resulted in the sale of GIS’ Sanitaryware Business to Villeroy & Boch AG (XETRA:VIB3), a leading European ceramic home living, building, and lifestyle products company. Villeroy & Boch was a unique, non-obvious buyer which valued the Business for its Mexico production capabilities and access to the North American sanitaryware market.

Harrison Gypsum, LLC

Situation

Seale & Associates was retained by the family owners to advise on a recapitalization of Harrison Gypsum as part of a succession planning and wealth diversification strategy, as well as an investment in additional gypsum reserves, equipment, and add-on acquisitions. The majority owner wanted to continue but have a partial liquidity event. Harrison Gypsum is a leading gypsum mining and processing company.

Seale & Associates’ Approach

Seale professionals ran a competitive auction process, managing multiple strategic and private equity investors with experience in the mining space, in order to identify a partner with the capital and shared vision of the owner/management.

Outcome

The process resulted in a majority recapitalization by H.I.G. Capital, a Miami, Florida-based private equity investment firm with over $10 billion of equity capital under management. Russ Harrison, founder/owner and CEO, remained a significant shareholder and continued to lead the company.

Honeywell International, Inc. (NYSE:HON)

Situation

Seale & Associates was engaged by Honeywell for the divestiture of Tensor, a provider of precise measuring tools, and systems for petroleum exploration and underground utility boring industries and is known for systems used for directional surveying and navigation.

Seale & Associates’ Approach

Seale professionals began a competitive auction process, in which Seale identified all strategic and potential buyers. Subsequently, GE pre-empted the process, and Seale managed a preferred buyer process while using its research and relationships to leverage deal terms.

Outcome

Seale used its relationships in the industry and potential to expand from the preferred buyer process to a competitive auction to successfully negotiate a transaction on seller friendly terms and conditions.

ITT Corporation (NYSE:ITT)

Situation

Seale & Associates was retained by ITT Corporation as exclusive financial advisor to advise on the divestiture of a three distinct businesses operating in a shared facility. The Burny, Kaliburn, and Cleveland Motion Control businesses were a leading designer and manufacturer of premier shape cutting solutions, custom engineered systems, and web tension control products. This was ITT’s first divestiture since its separation into three independent publicly traded companies (ITT Corporation, Xylem Inc., Exelis Inc.).

Seale & Associates’ Approach

Seale professionals ran a competitive auction process, managing multiple strategic and private equity investors with experience in the welding, plasma cutting, and process technology industries in order to achieve the highest price under the most favorable terms and conditions.

Outcome

The process resulted in the sale of ITT’s shape cutting product lines, including the Burny and Kaliburn brands, to Lincoln Electric Holdings, Inc. (Nasdaq: LECO), a global manufacturer of welding, cutting and joining products headquartered in Cleveland, Ohio. The sale also included the web tension control products and custom engineered systems sold under the Cleveland Motion Controls brand.

KBR, Inc. (NYSE:KBR)

Situation

Seale & Associates was retained by KBR Inc. to identify potential acquisition targets with construction capabilities based in Canada, confidentially pre-qualify targets, and assist in the execution of the transaction, including diligence, valuation and negotiation. Seale also assisted with the preparation of internal approval documents and presentations. KBR desired to diversify and expand their capability across markets and geographic regions.

Seale & Associates’ Approach

Seale completed comprehensive research on the Canadian industrial construction market, assisted in the prioritization of potential acquisition targets, and facilitated introductions to key decision makers at multiple target companies. Throughout the process, Seale assisted KBR with the refinement and articulation of the acquisition strategy and the formal request for approval from the KBR leadership team and Board of Directors.

Outcome

KBR successfully completed the acquisition of Wabi Development Corporation (Wabi) and immediately drove significant sales through the entity. Wabi employs over 350 people, and provides maintenance, fabrication, construction and construction management services. The integration of Wabi into KBR’s Services business provides additional growth opportunities for their heavy hydrocarbon, forestry, oil sand, general industrial and maintenance services business. KBR Wabi remains an integral part of the KBR strategy in Canada.

Kentz Corporation Ltd. – Subsidiary of SNC-Lavalin Group Inc. (TSX:SNC)

Situation

Seale & Associates was retained by Kentz Corporation to develop a universe of potential acquisition targets with structural, mechanical, and piping (SMP) capabilities based in Canada, confidentially pre-qualify targets, and assist in the execution of the acquisition and diligence. Kentz was looking to increase their multi-discipline fabrication and construction services in Canada by adding SMP fabrication, along with site construction capabilities, to Kentz’s existing in-country electrical, instrumentation and telecommunication expertise.

Seale & Associates’ Approach

Seale professionals identified a universe of potential targets from a range of sources including industry certifications, tradeshows, and proprietary databases. Based on management’s strategic acquisition criteria, Seale screened the broad universe of thousands of firms and identified a select group of targets to confidentially pre-qualify in order to confirm strategic fit, and gather intelligence on the size and capabilities of the targets. Seale reviewed the pre-qualification market intelligence with Kentz and prioritized an acquisition pipeline to execute.

Outcome

The process resulted in the acquisition of Alegro Projects and Fabrication Ltd, an organization offering fabrication and construction services to the industrial sector in Western Canada. Alegro completes a range of significant facilities projects in Alberta, for clients in a variety of sectors; in particular oil and gas.

Rheem Manufacturing Company, Inc.

Situation

Seale & Associates was retained by Rheem Manufacturing Company to evaluate and execute strategic acquisitions across business lines. Seale advised Rheem in the successful acquisition of Heat Transfer Products Group (HTPG) in a competitive auction process. HTPG is a manufacturer of commercial refrigeration equipment for the foodservice, food retail and other non-consumable markets.

Seale & Associates’ Approach

Seale professionals knowledge and relationships in the HVAC and refrigeration industry allowed for a successful acquisition. Having previously sold the HTPG business to Monomoy Capital, Seale’s unique insights on the target provided invaluable knowledge about the business.

Outcome

The process resulted in a successful acquisition of HTPG on buyer friendly pricing terms. HTPG has resulted in a very successful business for Rheem to combine an extensive knowledge of heat transfer technology to develop innovative new products.

Sistemas Centrales de Lubricación, S.A. de C.V.

Situation

Seale & Associates was retained by the majority owners of Sistemas Centrales de Lubricacion, a leader in the reconfiguration of the tribo-thermo-dynamic processes of the energy Industry’s dynamic equipment to advise on the sale of their shares in the company to their minority partner Colfax Corporation. The majority shareholder had attempted to do the same transaction in the past without success.

Seale & Associates’ Approach

Seale performed a comprehensive valuation study of the company and ran a disciplined sale of the shares of the majority owners to their minority partner. Seale positioned the transaction value by clearly outlaying the benefits and synergies that the minority partners would obtain by closing the proposed transaction.

Outcome

The process resulted in the successful sale of the majority owners’ shares to their minority partner at a fixed price that considered the historical performance of the company plus a variable price that would consider the earnings achieved by the company in the years following the transaction.

The Hertz Corporation (NYSE:HTZ)

Situation

Seale & Associates was retained by The Hertz Corporation to evaluate and execute on fleet leasing acquisition opportunities, ultimately advising on the acquisition of Donlen Corporation, a leading provider of vehicle fleet leasing and management services.

Seale & Associates’ Approach

Seale professionals completed comprehensive research on the U.S. fleet management and leasing market, helped Hertz refine its acquisition growth strategy and prioritize potential acquisition targets. Throughout the process, Seale assisted Hertz with the diligence and articulation of the acquisition strategy and the formal request for approval from the Hertz leadership team and Board of Directors.

Outcome

Hertz successfully completed the acquisition of Donlen Corporation, its largest acquisition in company history prior to the Dollar Thrifty acquisition. The acquisition of Donlen and its leadership position in long-term car and truck leasing and fleet management expanded Hertz’s portfolio of transportation solutions. Donlen remains a high performing unit of Hertz.

Tyco International Ltd. (NYSE: TYC)

Situation

Seale & Associates was engaged by Tyco International Ltd. to advise on the divestiture of its Canadian guarding business of Intercon Security Limited to Garda World Security Corporation, as part of their corporate strategy to focus on its core business.

Seale & Associates’ Approach

Seale ran a competitive auction process, reaching out to a wide array of potential interested parties and managing multiple strategic investors. Successfully negotiated a win-win transaction.

Outcome

The process resulted in the sale of the business to Garda World Corporation, one of the leading security solutions, cash logistics and global risk consulting firms in the world. Seale’s work has also led Seale to be re-engaged with Tyco International Ltd.

United Technologies Corporation (NYSE:UTX)

Situation

Seale & Associates was retained by UTC to advise on the sale of its subsidiary company, Forney Corporation, as part of the parent company’s long-term portfolio transformation to focus on its core of aerospace and building systems and products, while moving away from non-core industries and service-focused businesses.

Seale & Associates’ Approach

Seale professionals ran a competitive auction process, managing multiple strategic and private equity investors with experience and/or interest in the energy segment, in order to identify a buyer with the capital and capabilities to meet the expectations of the client.

Outcome

The process resulted in a successful sale to Graham Holdings (formerly The Washington Post Company), an Arlington, Virginia based diversified investment holding firm whose principal operations include educational services, television broadcasting, cable systems and online, print and local TV news.

W.R. Grace & Co. (NYSE:GRA)

Situation

Seale & Associates was retained by W.R. Grace to advise on the sale of its specialty vermiculite business to Vermiculite Acquisition Corp., a sister company of Specialty Vermiculite Corporation. W.R. Grace’s specialty vermiculite business is a leading producer of branded high-performance vermiculite products with annual production of approximately 50,000 tons.

Seale & Associates’ Approach

Seale professionals ran a competitive auction process, managing multiple strategic buyers from around the world and select private equity buyers with industry experience. Seale also coordinated diligence across multiple locations in the U.S. and Canada while complying with the requirements of the trustees and the court managing the W.R. Grace bankruptcy process.

Outcome

The process resulted in a sale to a strategic buyer with significant synergies at a premium price and at favorable terms to W.R. Grace. This transaction was significant to W.R. Grace as it was the last business associated with W.R. Grace’s asbestos claims.

W. R. Grace & Co.

Situation

Seale & Associates was engaged by W. R. Grace, a leading global supplier of catalysts and other materials, on the sale of four of their Materials Technologies segment, which manufactures materials used in coatings, consumer, industrial, packaging, and pharmaceutical applications. This was an extremely complex situation, both operationally and financially.

Seale & Associates’ Approach

W. R. Grace made the decision to divest certain businesses within its Materials Technologies segment after concluding it did not fit with its core business.

Seale first ran a competitive auction process for the entire business, reaching out to 70+ strategic and financial potential buyers in North America, Europe, and Asia, and managing simultaneous negotiations with multiple parties. After careful deliberation, it became evident that more value would be unlocked out of the business if the underlying business lines were sold separately. Thus, Seale proceeded to run several smaller auction processes with different parties (new or that had participated in the initial auction process) to get the best value/terms for each business.

Outcome

W. R. Grace successfully sold its flash chromatography instruments business to Büchi Corporation; its SPE cartridges business to S*Pure Pte. Ltd.; its Vydac® & select Alltech® analytical HPLC columns business to Hichrom, Ltd.; and its MODcol® preparative columns, packing services and equipment, additional Alltech® analytical HPLC columns, and select chromatography media businesses to Dr. Maisch GmbH.