Tag Archives: investment banker

SC&H Capital Advises Beef International, Inc. in its Sale to RKW Holdings, LLC

SC&H Capital Advises Beef International, Inc. in its Sale to RKW Holdings, LLC

For Immediate Release | May 27, 2020

SC&H Capital, a leading investment bank specializing in M&A advisory, announced it acted as the exclusive investment banker to Beef International, Inc. (“Beef International”) in the sale of its equipment and inventory assets to RKW Holdings, LLC (RKW), a Delaware Corporation.

Beef International, a custom manufacturer of premium meat products, engaged SC&H Capital to explore strategic options for the company, and after completing an extensive process, ownership felt the offer presented by RKW was the best fit.

Matt LoCascio, Principal at SC&H Capital, said, “When we received the offer from RKW, we knew it was the right choice for Beef International. This sale gives them the chance to capitalize on new opportunities in an uncertain marketplace, which feels particularly important as they release products that have seen significant growth and consumer demand, such as meal kit delivery services. The time we took to identify potential acquirers was well worth it, and I’m thankful the transaction will keep this essential business operating and keep their valued employees on board.”

Founded over 35 years ago, Beef International specializes in manufacturing roast beef, corned beef, pastrami, pot roast, ribs, Osso Bucco, shredded pork, and other protein products. The operation is run out of a U.S.D.A. approved 36,000 square foot facility and is SQF level 2 and Halal certified.

Wayne Voshell, President of RKW, Holdings, LLC, announced Friday, May 15, 2020, to the 60 plus employees that their jobs were safe and that they would remain employed at the current Pennsauken, New Jersey location as RKW had signed a lease agreement with the current landlord. Voshell stated, “The COVID-19 pandemic has affected us all, and we are committed to supporting both our customers and team members.”

Over the next few months, RKW will operate as BI-Foods, LLC, a wholly-owned subsidiary of RKW Holdings, LLC, that was formed last year when discussions to purchase the assets began. The company will continue to produce roast beef, corned beef, and pastrami; however, a new line of products is set to launch June 1, 2020, which will include fully cooked, various types of ribs, pork roast, sous vide chicken, beef, and pork as well as a line of shredded chicken, beef, and pork. These items are portion-packed, frozen, and ready for consumers to “heat & eat.”

A report from the American Frozen Food Institute (AFFI) confirmed the growing trend among shoppers during the pandemic stating, “Frozen foods have emerged as a sales powerhouse amid COVID-19 buying,” citing a 94% jump in mid-March of frozen food sales.

Kevin Ingraldi, a member of RKW, added, “The prepared, value-added category is growing rapidly with consumers, and we are ready to meet the demand. Food supply is an important part of our economy, and keeping that supply consistent and safe is the new company’s mission. There are some exciting things to come. After the launch of the new items, we will begin to do business as “Value-Added Foods Group” to better align our brand with the new offerings.”

Other professionals who worked on the transaction include:

  • Marc Ross, HBM Management Associates, LLC, consultants to Beef International
  • Bill Wanger and Michael Viscount of Fox Rothschild, counsel to Beef International
  • Rich Gallucci, counsel to RKW Holdings, LLC

SC&H Capital Orchestrates Quick Save for Distressed Modular Homes Manufacturer

SC&H Capital Orchestrates Quick Save for Distressed Modular Homes Manufacturer

For Immediate Release | March 4, 2020

Cardinal Homes, a made-to-order, modular building component manufacturer, invested heavily in production equipment upgrades and renovations to streamline productivity – right before the 2008 housing bubble burst.

Cardinal Homes, like all companies in the home construction industry at that time, “felt the decline dramatically,” and “while many of these companies ended up going under,” Fred Cross, Principal, SC&H Capital explained, “Cardinal hung on.”

Though it survived the 2008 Recession, the company “struggled to carry the expenses of the loan” that allowed the company to upgrade. In the end, Cross said: “The overhead was too much for them to bear.”

Cardinal Homes, a subsidiary of Alouette Holdings, is a crucial employer in its southern Virginia town of Wylliesburg. Company leaders recognized they’d need to find a buyer that shared their priority and commitment to saving jobs. Cardinal Homes leaders also recognized they needed skilled advisers to lead the search and transaction, therefore turned to SC&H Capital’s distressed M&A experts, formerly Equity Partners.

SC&H’s team served as the exclusive, court-approved investment banker to secure a buyer for Cardinal Homes. The SC&H Capital team conducted an exhaustive search and closed the best deal possible for the company within two months.

Cardinal Homes “generated significant market interest,” Cross said. Forty companies executed confidentiality agreements and looked into the deal within the narrow window of opportunity.

Kituwah, a company owned by the Eastern Band of Cherokee Indians, not only submitted the highest offer but shared Cardinal Homes’ commitment to the region and community’s long-term financial well-being. With the transaction complete, the production line is still running.

SC&H Capital’s new special situations team, working efficiently and quickly to find solutions, “we really came up with the best-case scenario, and quickly,” said Cross. “We closed the deal for our client within 55 days of being hired.”

He considers the deal a win for the team, for the employees of Cardinal Homes and the region in which it operates. “Cardinal will maintain jobs and its business can, and will, continue to grow.”

Other professionals who worked on the transaction include:

  • Michael E. Hastings, Whiteford Taylor Preston, counsel to Cardinal Homes, Inc.
  • Brandy Rapp, Whiteford Taylor Preston, counsel to Cardinal Homes, Inc.
  • Michael Condyles, Kutak Rock, LLP, counsel to Newtek Small Business Financing
  • Michael Mueller, Williams Mullen, counsel to the Creditor’s Committee
  • Guy Davis, Protiviti, Inc., Financial Analyst to Cardinal Homes, Inc. throughout the bankruptcy.
  • John Small, Brooks Pierce, LLP, counsel to the buyer, Kituwah, LLC.

Equity Partners HG Closes Asheboro Elastics Corp Refinancing

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Equity Partners HG Closes Asheboro Elastics Corp Refinancing


For Immediate Release | October 18, 2019

Equity Partners HG announced it acted as the exclusive investment banker to Asheboro Elastics Corp in the placement of its new senior secured debt.

Asheboro Elastics Corp (“Asheboro” or the “Company”) is a privately-held, leading producer of knitted and woven narrow fabrics for the apparel and bedding industries. The credit facility will be used to support ongoing working capital needs for the Company’s operations in North Carolina and Central America.

Charles Adams, Asheboro’s CEO, commented “This new lending relationship will allow the Company to continue its growth initiatives and provide the level of service and products our customers have come to expect from us over the past 33 years.”

Rob Hubbard, Chief Restructuring Officer for Asheboro, added, “The Company is well positioned to continue serving customers and working with vendors moving forward. Having been involved with the people at Asheboro for so long, I am pleased with this outcome that will allow them to continue doing great work.”

Over the past three years, Asheboro had completed a strategic reorganization which involved divesting non-core assets to refocus on the apparal and bedding segments and improve profitability. As a result of these efforts, Asheboro retained Equity Partners HG to contact a broad range of lenders and investors to discuss strategic options that would allow the Company to achieve its long-term growth objectives. Matt LoCascio, managing director for Equity Partners HG, said “After reviewing proposals from multiple groups, the decision was made to proceed with a new senior secured facility that would best position the Company for continued success. We believe this provides a great solution for Asheboro moving forward.”

Other professionals who worked on the transaction include:

  • Rob Hubbard, Hub Management Group, Chief Restructuring Officer to Asheboro Elastics Corp
  • Charles Ivey III, Ivey McClellan, counsel to Asheboro Elastics Corp
  • Pete Palladino, Choate Hall & Stewart, counsel to incumbent secured creditor

Equity Partners HG brokers sale of Cosmos Granite (Central), LLC to Justh Holdings, LLC

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Equity Partners HG brokers sale of Cosmos Granite (Central), LLC to Justh Holdings, LLC


For Immediate Release | October 15, 2019

Cosmos Granite (Central), LLC (“COSMOS”) has completed a going concern sale transaction with Justh Holdings, LLC of Kent, Washington. Justh Holdings operates a similar business to COSMOS’ primarily in the northwest and southeast United States. COSMOS was operating in a receivership and Equity Partners HG, a Maryland-based investment banker, served as intermediary for the Receiver.

COSMOS was founded in 2007 with the aim of providing its customers (primarily natural stone fabricators/installers) with superior quality materials at competitive prices and services. Quality and service have always been its founding principles and with the knowledge and experience of its industry experts, COSMOS become a leading distributor in the upper Mid-West.

COSMOS had seen a reduction in its revenues over the past few years and was no longer profitable. As a result of that, combined with a dispute among some of the owners, COSMOS entered into a Receivership in a North Carolina State Court proceeding in which the Receiver retained Equity Partners HG as its exclusive broker. Equity Partners HG’s charge was to quickly find a buyer for the business. Equity Partners HG ran an exhaustive marketing process, reaching out to thousands of prospective buyers. Following a thorough evaluation of the market, Equity Partners HG narrowed the field of nearly 20 active interested prospects down to the four most logical buyers. Following a lively auction and extensive negotiations with all the buyers, Justh Holdings was ultimately approved as the successful suitor for the business. All full-time employees were retained, and the business continues to operate with plans to grow.

Fred Cross, managing director at Equity Partners HG said, “This was an outstanding result. Justh Holdings, LLC brings countless synergies to COSMOS and the sale brought a far greater recovery to creditors than liquidation would have. Keeping the jobs in Chicago and St. Louis and the assumption of the building leases make this acquisition a great success for Justh Holdings and the Receiver in the case. All of us at Equity Partners HG are happy to see an outcome like this and we look forward to COSMOS providing countertop solutions to both markets long into the future.”

Other professionals who worked on the transaction include:

  • John Northen, Northen Blue LLP, Receiver, N.C.
  • Vicki Parrot, Northen Blue LLP, counsel to the Receiver
  • Clint Morse, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP., counsel to Justh Holdings LLC
  • Charles Coble, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP., counsel to Justh Holdings LLC
  • Luis Lluberas, Moore & Van Allen, PLLC, counsel to Bank of America

Managing Numerous Buyers Negotiating with Multiple Landlords

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Managing Numerous Buyers Negotiating with Multiple Landlords


For Immediate Release | March 20, 2019

It can be difficult or impossible to conduct a going concern auction while lease negotiations are ongoing, particularly if you want to make bids irrevocable and contingency free – but it can be done. You may wonder, “How do bidders value the business if they don’t know what a major expense item (lease costs) will be?” Additionally, “How can you control the process if multiple prospective bidders want to negotiate with landlords?” The answers lie in the interplay between the bid procedures, the M&A advisor’s discussions with buyers, and ongoing lease negotiations – and how those are planned for and managed by the debtor’s professionals.

Equity Partners was engaged to sell 30 Kentucky Fried Chicken franchises operating in chapter 11, located in three Mid-Western states. Four locations were owned by the debtor and the rest were leased from nine different landlords – all priced significantly over-market. While some landlords had one or two locations, several had master leases controlling up to 10 locations. Prior to our engagement, the debtor hired a firm specializing in lease negotiations to determine what the market lease rates should be, and the debtor’s bankruptcy counsel took on the role of trying to negotiate each lease. The goal was to negotiate market value leases to effectuate a plan of reorganization or increase the sale value of the businesses. You might think that the landlords would be very willing to negotiate facing lease rejections, lost tenants, and empty buildings. While some landlords were willing to bring their leases closer to market rate, the process was extremely slow, and some landlords preferred to “play chicken” with debtor’s counsel. At the same time, the debtor could not afford to stall its sale process while it awaited the outcome of these negotiations. Yet, the debtor’s professionals were having some success negotiating improved leases and cures with most of the landlords and wanted to continue that effort while we conducted the sale process.

Issues arose when the prospects identified in our sale process wanted to either hire a professional lease negotiator or attempt to negotiate their own leases with the landlords. The debtor’s fear was that having numerous potential tenants contacting landlords would be too confusing for them and negate the progress already made. We also did not want to risk a landlord “falling in love “with a buyer/tenant and refusing to work with any other buyers, therefore making it impossible for others to bid on the business. To resolve these potential conflicts, we required potential bidders to provide some form of adequate assurance of future performance and to make their purchase offers based on the current revised lease rates and cures, BEFORE allowing them to contact landlords directly. They also had to agree that if their effort to negotiate with a landlord resulted in an increased to the negotiated cure cost, the buyer would agree to increase their purchase price by that amount. This solution allowed the debtor to continue to negotiate leases, bidders to formulate firm bids based on a known lease expense, the opportunity for qualified bidders to improve their lease terms, and us to keep moving forward with a sale process that assured a fair and level playing field. These are answers you should consider addressing in your bid procedures in any case in which the unresolved lease issues are substantial and likely to wreak havoc.

The bid procedures in this case were mostly silent on these issues, but we were able to get three buyers to submit offers under these terms, which allowed us to proceed to auction and get the business sold in a competive process, and without contingencies. The take away is this: In a situation where there are multiple leases with multiple landlords, consider negotiating the best lease and cure you can with each landlord, then have offers based on those terms prior to allowing buyers to attempt to negotiate on their own. The same can apply to franchise agreements and other executory contracts. If bidders are successful in obtaining better terms, that will allow them to bid more aggressively, and if they are unsuccessful, the bid they make based on then current terms is at least firm, having been based on a lease that you know you can deliver.

Equity Partners HG brokers sale of Bartlett Management, Inc. to EYM Foods II, LLC

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Equity Partners HG brokers sale of Bartlett Management, Inc. to EYM Foods II, LLC


For Immediate Release | February 1, 2019

Bartlett Management Services, Inc. and its two affiliates, Bartlett Management Indianapolis, Inc., and Bartlett Management Peoria, Inc. (“Bartlett” or “the Company”) completed a going concern sale of its 30 Kentucky Fried Chicken franchise locations to EYM Foods II, LLC (“EYM”). EYM is an affiliate of Irving, Texas based EYM Group, which owns and operates 241 restaurants with 5,400 employees. Its restaurant holdings include 58 Denny’s, 29 Burger Kings and 154 Pizza Huts. Equity Partners HG, a Maryland-based investment banker, served as intermediary for the seller and conducted an auction that included 2 suitors for the business.

The Bartlett operation was divided into three different geographical divisions including Central Illinois, Northern Illinois/Wisconsin and Indianapolis. The Company leased 26 of its 30 locations and owned 4, as well as its corporate headquarters in Clinton, Il. The seller originally purchased the Company in 2008 after working for the previous owner since 1997. With a team of approximately 70 salaried and 570 hourly employees in place, Bartlett was consistently one of KFC Corporation’s top performing operations

Costs involved with equipment leases, a management/advisory agreement, and real property leases, as well as the recession of 2008-2010, resulted in a decrease in revenue, and an inability to sustain positive cashflow, ultimately leading the Company to seek Chapter 11 bankruptcy protection in December of 2017. In mid-September of 2018, Bartlett retained Equity Partners HG as the exclusive court approved broker to seek an investor, joint venture partner or buyer for the Company.

Equity Partners conducted an exhaustive marketing process that resulted in 70 groups conducting due diligence, with 9 of those groups engaging in significant discussions about the opportunity. In order to become a qualified bidder, interested groups were required to not only show financial wherewithal to purchase the operation, they also had to be qualified by KFC Corporate to be a franchisee. The Debtor’s professionals also had to negotiate revised building leases with 13 landlords that would be acceptable to a new buyer. This effort resulted in 3 groups submitting offers by the bid deadline, and 2 of those groups were qualified by KFC Corporate to participate in the auction. Equity Partners HG conducted an auction in Bloomington, IL on December 20, 2018. After numerous rounds of bidding, EYM was deemed the winning bidder and proceeded to close.

Hank Waida, managing director for Equity Partners HG, said, “This was an extremely complicated engagement with numerous moving parts and requirements that needed to be met by many of the constituents involved. It took significant concessions by all parties to get this deal across the finish line and save more than 600 jobs.”

Other professionals who worked on the transaction include:
• Jonathan A Backman, Law Offices of Jonathan A. Backman, counsel for Bartlett
• Steven A. Nerger, Silverman Consulting, Inc., chief restructuring officer for Bartlett
• Mark Bogdanowicz, Howard & Howard, counsel for Heartland Bank and Trust
• Erika Barnes, Sites & Harbison PLLC, counsel for Yum Brands
• Mathew McClintock, Goldstein & McClintock LLP, counsel for the creditor’s committee

Equity Partners HG brokers sale of BTH Quitman Hickory LLC Pellet Mill to Mohegan Renewable Energy

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Equity Partners HG brokers sale of BTH Quitman Hickory LLC Pellet Mill to Mohegan Renewable Energy


For Immediate Release | November 16, 2018

Mohegan Renewable Energy was the winning bidder for a shutdown white wood and torrefied pellet mill owned by BTH Quitman Hickory, LLC in an auction held on October 22, 2108 in the United States Bankruptcy Court for the District of Nevada, Reno Division. Since coming online in 2009, The Quitman plant has produced over 75,000 tons of torrefied material and is the first commercial scale torrefaction facility located in the US. While torrefied wood pellets are an immediate and practical replacement for coal, able to integrate easily into existing coal power plants without lengthy or expensive conversions, white wood pellets are a more common replacement in coal fired operations. Because of this, in 2014, management decided to focus on producing white wood pellets and to sell into that market while continuing to develop the torrefied product and market. Unfortunately, due to oversupply, the price per ton for white wood pellets continued to decline forcing operation to close down in March of 2016 (torrefaction production ceased in December of 2016). When BTH Quitman Hickory filed for Chapter 11 bankruptcy protection in December of 2017, Equity Partners was hired to seek a buyer for the facility. After an exhaustive marketing campaign, Mohegan Renewable Energy submitted the highest and best bid.

Hank Waida, a Managing Director at Equity Partners HG, stated “Both the buyer and creditors have worked extremely hard coming to agreement on a purchase price better than liquidation, while at the same time allowing Mohegan to make the necessary investment in the plant to bring it back online”.

Other professionals who worked on the transaction include:
• Kevin A. Darby, Darby Law Practice, counsel for the Debtor
• Darren Azman, McDermott Will & Emery LLP, counsel for Mohegan Renewable Energy
• Richard Holly, Holley, Briggs, Walch, Fine, Wray, Fuzey, Thompson, counsel for Utica Leasco
• Tim Lukas, Holland & Hart, counsel for Hickory Leasing LLC
• Dawn Cica, Mushkin, Cica, Coopedge, counsel for Amandus kahl
• Blakely Griffith, Snell & Wilmer L.L.P. counsel for Caterpillar Financial
• Kevin Rogers, Wells Marble & Hurst, PLL, counsel for Clarke County Mississippi

Equity Partners HG Serves as Investment Banker to LORAC Cosmetics in Asset Sale


Equity Partners HG, a premier M&A advisory firm to middle market companies in transition, announced that it acted as investment banker to LORAC Cosmetics, LLC, (“LORAC” or the “Company”) in a recently completed sale by U.S. Bank pursuant to Article 9 of the Uniform Commercial Code of the assets of the Company to Markwins Beauty Brands.

Founded in 1995 by Hollywood beauty legend, Carol Shaw, LORAC was one of the original celebrity cosmetic brands with prominent product offerings that included Pro Palette, Alter Ego, and Mega Pro. The Company’s sales were primarily to retail stores throughout the United States including ULTA and Kohl’s, as well as HSN, and through various websites. LORAC also enjoyed a robust social media presence with over 850,000 Facebook likes and over 2 million Instagram followers.

Commenting on the sale, Chief Restructuring Officer, Robert O. Riiska of Focus Management, stated, “I think the assets of the Company fit really well with Markwins’ existing business and this is a great opportunity for Markwins. As part of Markwins, the LORAC brand is well positioned to grow and continue to be successful as a result of the sale. Equity Partners did an excellent job with the marketing of the Company, and we believe the best result was achieved.”

Markwins Beauty Brands is a global leader in beauty and cosmetics. The company, founded in 1984 by CEO Eric Sung-Tsei Chen, is distinguished by groundbreaking product innovation, reimagined go-to-market strategies, and leading-edge supply-chain dynamics. From humble, disruptive origins, the company – famous early as the pioneer of compact palettes and gift sets – stands today as one of beauty’s largest privately-held firms and is recognized within the industry as a top “brand builder.”

With a brand portfolio that includes wet n wild®, Physicians Formula®, Black Radiance®, Lip Smacker®, and Bonne Bell®, the company commands a US FDM share of almost 10, and is enjoying growth that vastly outpaces the industry. With distribution in over 80,000 doors and 80 countries, Markwins Beauty Brands can be found in retail outlets including Department, Specialty, Mass, Drug, and Food stores.

Matt LoCascio, a Managing Director at Equity Partners HG, stated, “We were eager to work with such a well-known brand like LORAC and believe we found the right caretaker for the brand in Markwins. LORAC’s brands are an excellent complement to Markwins already impressive portfolio and it seems the acquisition should only broaden the reach of both brands.”

Professionals who worked in the case include:

Robert O. Riiska of Focus Management served as Chief Restructuring Officer of LORAC
Tom Kelly and Peter Nelson of Dorsey & Whitney LLP served as counsel for the secured lender, U.S. Bank National Association;
C. John M. Melissinos of Greenberg Glusker Fields Claman & Machtinger LLP provided representation to LORAC; and• Robert Gaida and Derek Herbert of Stifel served as the investment banker to Markwins Beauty Brands.
David A. Zaheer of Latham & Watkins LLP served as counsel for Markwins Beauty Brands.