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MERGERS, ACQUISITIONS
AND DIVESTITURES
Exclusive Sale Assignment Exclusive Sale Assignment
Case Study: Private Equity Group – Portfolio Company Sale Case Study: Private Company Sale
Roadrunner Freight Systems, Inc., a portfolio The Gilbert Companies, a leading third-
company of Nautic Partners LLC, has been party logistics provider and niche air freight
acquired by American Capital Strategies Ltd., forwarder, has been acquired by P&O
a publicly traded buyout and mezzanine fund Roadrunner Freight Systems Nedlloyd, a premier global shipping line
with capital resources of approximately $1.8 and international logistics provider.
a portfolio company of
billion invested in over 90 middle-market Gilbert Companies
companies in a wide range of industries. The Gilbert Companies provides non-asset
based logistics and transportation services have been acquired by
Roadrunner Freight Systems is a non-asset to leading retailers, wholesalers and
based provider of transportation services that has been acquired by manufacturers. Key to the Gilbert
specializes in consolidating less-than- Companies’ operations are its value-added
truckload shipments into truckload warehouses and freight consolidating
shipments, and transporting these shipments facilities it operates on the east and west The undersigned acted as
to destinations over 500 miles away without The undersigned acted as coasts of the United States. The Gilbert financial advisor to
financial advisor to Nautic Partners Companies generated annual revenues of the Gilbert Companies
the need for intermediate handling.
and Roadrunner Freight Systems approximately $80 million in 2001.
Nautic Partners is a private equity firm MORGAN KEEGAN MORGAN KEEGAN
headquartered in Providence, Rhode Island, P&O Nedlloyd is one of the largest
formed by professionals from Fleet Equity container carriers in the world. This
Partners and Chisholm Partners. The firm acquisition complements P&O Nedlloyd’s
focuses on a variety of industries including strategy to support maritime intensive
business services, healthcare, manufacturing, supply chains, linking all other transport
media and telecommunications services, and modes and creating value by integrating
has approximately $2 billion of capital under primary overseas sourcing with secondary
management. delivery and distribution.
Air Freight Forwarding
Morgan Keegan’s Role: Morgan Keegan was retained by Nautic Partners on an Morgan Keegan’s Role: Morgan Keegan was retained by the Gilbert Companies on an
exclusive basis to sell or recapitalize the company. Morgan Keegan orchestrated a exclusive basis to sell or recapitalize the company. Morgan Keegan orchestrated a
comprehensive competitive process that included developing compelling marketing comprehensive competitive process that included developing compelling marketing
materials, personally contacting both strategic and financial buyers, coordinating meetings, materials, personally contacting both strategic and financial buyers, coordinating meetings,
negotiating the terms of the transaction, facilitating due diligence and assisting in drafting negotiating the terms of the transaction, facilitating due diligence, and assisting in drafting
the definitive agreement and closing. the definitive agreement and closing.
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MERGERS, ACQUISITIONS
AND DIVESTITURES
Exclusive Sale Assignment Exclusive Sale Assignment
Case Study: Corporate Divestiture Case Study: Public Company Sale and Fairness Opinion
AutoZone, Inc. (NYSE: AZO), the nation's Union Pacific Corporation (NYSE: UNP),
largest auto parts retailer, has sold TruckPro, owner of the Union Pacific Railroad and
its heavy-duty truck parts subsidiary, to a Overnite Transportation, announced that it
group of investors led by Paratus Capital completed the purchase of Motor Cargo
Management of Boston and New York. Industries, Inc. (NASDAQ: CRGO). Based
a subsidiary of on Union Pacific’s closing share price on
TruckPro, Inc., based in Memphis, TN, is a November 30, 2001, the purchase price was
approximately $98.6 million and Motor Cargo Industries
leading distributor and retailer of heavy-duty
truck parts with 49 stores located throughout represented a 44% premium to Motor has been acquired by
15 states in the midwestern and southeastern Cargo’s share price the day before the
has sold its assets to transaction was announced.
United States with a central distribution center
located in Memphis. TruckPro sells its
products to national and regional truck fleets, Motor Cargo Industries is a regional less-
owner operators and independent repair than-truckload carrier based in Salt Lake
The undersigned served as The undersigned served as financial
shops. financial advisor to AutoZone City, Utah, operates in 10 Western states
advisor to Motor Cargo Industries
and had sales of $131 million in 2000.
TruckPro operates in the highly fragmented MORGAN KEEGAN Overnite Transportation is a regional less- MORGAN KEEGAN
$13 billion aftermarket for heavy-duty parts than-truckload carrier based in Richmond,
for Class 6 through 8 vehicles, including fleet, Virginia, has 166 terminals concentrated
farm, construction, school buses, refuse, east of the Mississippi river, and had sales of
utilities and county/state road equipment. more than $1.0 billion in 2000. This
The Company is nationally recognized for the transaction enabled Overnite to expand its
high quality and breadth of its brake and business to the West.
engine maintenance product lines
Morgan Keegan’s Role: Morgan Keegan served as the lead underwriter of Motor
Cargo’s initial public stock offering in November 1997. Since then, Morgan Keegan’s
Morgan Keegan’s Role: AutoZone engaged Morgan Keegan to assist in the divestiture investment bankers worked with Motor Cargo’s management on a variety of matters
of its TruckPro subsidiary. Morgan Keegan managed a comprehensive process assisting including potential acquisitions. Morgan Keegan acted as financial advisor to Motor
the Company in each stage of the transaction including identification of potential buyers, Cargo in connection with the acquisition by Union Pacific and rendered a fairness
introduction, negotiation, structuring, financing and closing. opinion to Motor Cargo’s Board of Directors.
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MERGERS, ACQUISITIONS
AND DIVESTITURES
Exclusive Sale Assignment Exclusive Sale Assignment
Case Study: Corporate Divestiture Case Study: Private Company Restructuring/Sale
Transaction Announcement: Carrier Rocor International, Inc., which conducts
Corporation has divested the assets of business as Rocor Transportation, sold
its operating division Granby Steel substantially all its assets to Prime, Inc. for
Tanks to an affiliate of Torquest Carrier Corporation approximately $75 million (including
Partners Inc. has divested the assets of assumed equipment leases). The U.S.
Bankruptcy Court in Oklahoma City
Granby Steel Tanks, based in Granby, oversaw the sale proceedings. Rocor International
Québec, is a leading manufacturer of
steel tanks used for fuel storage with Rocor is a temperature-controlled truckload has been acquired by
residential and light-commercial oil- to an affiliate of carrier headquartered in Oklahoma City. At
fired furnaces and boilers. the time of sale, Rocor had approximately
800 drivers including over 200 owner-
Carrier Corporation has over 39,000 The undersigned acted as operators. In addition to its truckload The undersigned acted as
employees and is the world’s largest financial advisor to operations, Rocor also has a substantial financial advisor to
manufacturer of heating, air Carrier Corporation freight brokerage operation. For the year Rocor International
conditioning and refrigeration systems ended December 31, 2001, Rocor had total
and equipment. Carrier is a wholly- MORGAN KEEGAN revenues of $161 million. MORGAN KEEGAN
owned subsidiary of United
Technologies Corporation (NYSE: Prime Inc., headquartered in Springfield,
UTX). Missouri, provides refrigerated, flatbed, and
tanker truckload transportation through its
Torquest Partners Inc. is a Toronto- fleet of 2,000 tractors, over 2,000
based private equity group that pursues refrigerated trailers, and 575 flatbed trailers.
investments in middle and later-stage Prime also offers LTL, brokerage, logistics,
businesses in a variety of industries. and intermodal services through its logistics
and intermodal divisions. Prime, Inc.
Prime, Inc.
Morgan Keegan’s Role: Morgan Keegan acted as financial advisor to Carrier Morgan Keegan’s Role: Pursuant to Bankruptcy Court Order, Rocor retained Morgan
Corporation in connection with this transaction. Morgan Keegan managed a Keegan to explore the company’s strategic alternatives, which included the sale of assets
comprehensive and efficient process and assisted Carrier in each stage of the transaction, under Section 363 of the Bankruptcy Code. Morgan Keegan developed marketing
including the preparation of marketing materials, identification of and introduction to materials, identified and approached potential bidders, and provided expert testimony in
potential buyers as well as negotiating, structuring and closing the transaction. This was this Court-supervised transaction.
the third divestiture completed by Morgan Keegan for Carrier in 2002.
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MERGERS, ACQUISITIONS
AND DIVESTITURES
Exclusive Sale Assignment Exclusive Sale Assignment
Case Study: Management Buyout Case Study: Recapitalization
Town & Country Food Stores, Inc., Transaction Announcement: Brazos
headquartered in San Angelo, Texas, is a Private Equity Partners, LLC, has acquired
leading independent operator of CoMark Building Systems, Inc., a leading
convenience stores in West Texas and specialty manufacturer of commercial grade
eastern New Mexico. The Company modular buildings.
operates 134 convenience stores under the has been acquired by
name Town & Country Village Markets. Town & Country CoMark’s buildings are designed to meet
Founded in 1965, the Company has Food Stores, Inc. the needs of a wide variety of end users and
revenue of approximately $300 million and applications in a number of different market
has been acquired by segments, including dormitories,
over 1,800 employees.
classrooms, offices, medical and dental
The vast majority of the Company's stores TCFS Holdings, Inc. clinics, laboratories, school complexes,
are open 24 hours a day and are strategically in a management buyout computer labs, daycare facilities, commercial
located on main thoroughfares or other banks, retail stores, sales centers and The undersigned served as financial
highly visible sites that are easily accessible The undersigned served as financial advisor churches. The company is located in advisor to CoMark Building Systems, Inc.
with ample parking for quick in-and-out to Town & Country Food Stores, Inc.
DeSoto, Texas, approximately 15 miles
shopping. T&C’s stores are generally south of downtown Dallas.
MORGAN KEEGAN MORGAN KEEGAN
freestanding buildings with recognizable
interiors and exteriors of similar design and Brazos Private Equity Partners, LLC
distinctive colors that, together with the ("Brazos Partners" or the "Firm") is a
Company’s brand name, distinguish its Dallas-based private investment firm that
stores from those of its competitors. specializes in leveraged acquisitions and
Town & Country accepted an undisclosed recapitalizations of small to medium-sized
offer from its senior management team to companies that offer the potential for
purchase the Company. Acquisition substantial capital appreciation.
financing was provided by American
Commercial Capital.
Morgan Keegan’s Role: Morgan Keegan served as financial advisor to Morgan Keegan’s Role: Morgan Keegan served as financial advisor to
Town & Country Food Stores, Inc. In addition, Morgan Keegan assisted CoMark, assisting the company in each stage of the transaction including
the management team in their acquisition process. identification of potential buyers, introduction, negotiation, structuring,
financing and closing.
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