News

Technical Response Planning Corp. has been acquired by JENSEN HUGHES

HOUSTON, TEXAS (February 12, 2019) – Statesman Corporate Finance, LLC (“Statesman”) is pleased to announce that Technical Response Planning Corporation (“TRP”) has been acquired by Jensen Hughes, a portfolio company of Gryphon Investors. Statesman served as the exclusive financial advisor to TRP throughout the transaction, which closed February 8, 2019.  

TRP provides emergency response management and business continuity planning through its proprietary cloud-based SaaS platform and software products. TRP serves a blue-chip customer base across the oil & gas, power, manufacturing and government sectors, which includes clients such as Chevron, Shell, BP, Monsanto and General Motors.

Jensen Hughes is a global leader in safety, security and risk-based engineering and consulting with offices throughout North America, Europe, Asia and the Middle East. Paul Orzeske, CEO, Jensen Hughes, commenting on the transaction with TRP said, “We continually hear from clients, especially in our most complex verticals, that implementing, and subsequently managing emergency response plans continues to be a challenge. TRP is a pioneer in this field and we are thrilled to be able to bring their expertise and capability to our clients and help support their continued growth.”

Steve Bassine, Founder and President of TRP said, “We have been extremely successful in serving our clients over the last 23 years and are now eager to join the Jensen Hughes team who can really help us make inroads into other heavily-regulated industries and geographies”. Mr. Bassine will continue to guide the growth of TRP and all TRP employees were retained by Jensen Hughes.

More information about the transaction can be found here: 

https://www.jensenhughes.com/jensen-hughes-adds-pioneer-emergency-planning-software-company-for-oil-gas-industry/

About the Transaction Participants
 
Technical Response Planning (“TRP”) is based in Houston, Texas, was founded in 1995. TRP has provided the energy industry with emergency planning, training and response consulting services since its inception. TRP specializes in delivering response plans for large, complex operations via its signature cloud-based software applications, SMARTPLANTM. and SMARTRESPONSETM. TRP develops response plans for any type of emergency, such as hurricanes, oil and chemical spills, and fires. TRP also provides streamlined emergency management and exercise tracking tools in addition to consulting, regulatory compliance, and business continuity planning.
 
JENSEN HUGHES’ engineers, consultants and scientists develop and deliver innovative and cost-effective solutions to a global client base involving fire protection systems design and analysis, code consulting, emergency management services, security consulting, forensic engineering, fire research, risk-informed applications, probabilistic risk assessments, development and testing, commissioning and construction services. Jensen Hughes is a portfolio company of Gryphon Investors, a leading private equity firm focused on profitably growing and competitively enhancing middle-market companies in partnership with experienced management teams.
 
Statesman Corporate Finance advised TRP in this transaction and is the FINRA licensed broker dealer affiliate of Statesman Business Advisors, LLC. With offices in Houston and Austin, Texas, Statesman is a leading middle-market investment banking firm providing merger and acquisition, capital formation, valuation, and other general corporate financial advisory services to middle-market companies. The Statesman team advising on this engagement included Principal Walter Tomlinson and Analyst Nathan Hurst.

Haynes and Boone (Houston, TX) led by Partner George Y. Gonzalez provided legal counsel to TRP. 
Haynie & Company  (The Woodlands, TX) led by Bernard Abercrombie CPA, CFP provided accounting and tax counsel to TRP.
 
Moore & Van Allen (Charlotte, NC) led by Member Will S. Smoak, Jr. provided legal counsel to Jensen Hughes.
 

General Technologies, Inc. has acquired Precision-Hayes International, Inc. from Actuant Corporation (NYSE: ATU)

HOUSTON, TEXAS (January 7, 2019) – Statesman Corporate Finance, LLC (“Statesman”) is pleased to announce that General Technologies, Inc. (“GTI”), an affiliate of GTI Holdings, LLC, has acquired Precision-Hayes International (“PHI”) from its parent company Actuant Corporation (NYSE: ATU). Statesman served as the exclusive financial advisor to GTI throughout the transaction, which closed December 31, 2018.

GTI and PHI are two of the world’s leading organizations in the field of post-tensioning, a method of reinforcing concrete with high-strength steel strands or bars, concrete construction accessories, and related equipment. This transaction furthers GTI’s position as the premier worldwide source for technically advanced products in the concrete construction industry. Together, GTI and PHI will provide proprietary products, systems, and services that are unparalleled in facilitating safe, reliable, and quality construction.

“The GTI Team is pleased to bring together the two industry leading organizations.  Our combined future is one of continued growth, quality achievements, and product innovation enabling our valued customers to reduce their costs and improve reliability and longevity of their systems”, said Felix Sorkin, President of GTI.  “We also want to thank the Statesman team for their experienced guidance and support in assisting GTI complete this transaction.  Their ability to assist with the required capital sourcing, negotiations, and due diligence was immeasurable.”

About the Transaction Participants 

General Technologies founded in 1988 and located in Stafford, Texas, a suburb of Houston, GTI designs, develops, manufactures, and supplies specialty reinforcement systems and components for unbonded post-tensioning, bonded post-tensioning, concrete accessories, and related equipment, most of which is manufactured domestically in the company’s 300,000 sq. ft. CNC machine equipped and highly automated, state-of-the-art manufacturing facility. GTI’s products are used throughout the world in residential and commercial construction foundations, high-rise structures, parking garages, bridges, roads, containment structures, and other concrete buildings. With a multitude of US and worldwide patents, GTI’s technically-advanced products instill confidence with its broad, international customer base.

Precision-Hayes International, formerly a wholly owned subsidiary of Actuant Corporation (NYSE:ATU), provides a wide range of prestressed concrete products and solutions including anchorage and barrier products, a complete line of post-tensioning tools, plant production equipment and pre-tensioning components. The company is also a leading provider of engineered extrusions and coatings. PHI’s branded products are among the most recognized names in the industry and include SURE-LOCK®, POSI-LOCK, PocketShear®, and GRABB-IT®.  PHI presently operates from two facilities, Sugar Land, Texas and Seagoville, Texas.

Statesman Corporate Finance advised GTI in this transaction and is the FINRA licensed broker dealer affiliate of Statesman Business Advisors, LLC. With offices in Houston and Austin, Texas, Statesman is a leading middle-market investment banking firm providing merger and acquisition, capital formation, valuation, and other general corporate financial advisory services to middle-market companies. The Statesman team advising on this engagement included Principal Will Jaco and Vice President’s Peter Chiu and Jessica Seff.

Comerica Bank (Houston, TX), Independent Bankers Capital Fund (Dallas, TX), and Diamond State Ventures (Little Rock, AR) jointly provided the financing for the transaction.

Hunton Andrews Kurth, Zukowski, Bresenhan & Piazza, and Adolph Locklar collectively represented GTI on transnational, real estate, IP, tax, employment, environmental, and other legal matters.  Clark Hill represented Actuant Corporation.

Harper Pearson and Moss Adams provided accounting, tax, and due diligence support on behalf of GTI and its lenders.

 

Statesman Advises XtraLight Manufacturing, Ltd. in Chapter 11 Reorganization

HOUSTON, TEXAS (September 28, 2018) – Statesman Corporate Finance, LLC (“Statesman”) and SSG Capital Advisors (“SSG”) acted as co- investment bankers to XtraLight Manufacturing, Ltd. (“XtraLight” and/or the “Company”) in the placement of exit financing and restructuring pursuant to a Chapter 11 Plan of Reorganization (the “Plan”) in the U.S. Bankruptcy Court for the Southern District of Texas. The Plan was confirmed and became effective in September 2018.

Founded in 1986 and headquartered in Houston, Texas, XtraLight is an established designer, manufacturer, distributor, and installer of high-performance, energy efficient light emitting diode (“LED”) lighting platforms for both interior and exterior commercial and industrial applications. The products are targeted for applications in several market segments including commercial office and retail, outdoor area lighting, industrial, education, and healthcare applications.

XtraLight filed voluntary Chapter 11 in April, 2018 as the result of litigation that an affiliated entity was involved in, and not as the result of troubled financial performance.  Management determined that a voluntary bankruptcy filing was the best way to bring resolution to a very expensive and distracting matter.  Statesman and SSG were retained shortly after the Company’s filing and assisted the Company in arranging new financing sufficient in amount to fully resolve the litigation, refinance existing debt, and pay all unsecured creditors. Statesman and SSG’s ability to solicit interest from several lenders in an efficient and timely process enabled the Company to maximize value, preserve jobs, maintain the loyalty of vendors and customers, and exit bankruptcy in five months. Unlike many commercial bankruptcies, XtraLight was able to avoid a liquidation or sale of its assets at depressed values and achieve a true Chapter 11 reorganization with new exit financing.

Statesman is the FINRA-licensed broker dealer affiliate of Statesman Business Advisors, LLC. With offices in Houston and Austin, Texas, Statesman is a leading middle-market investment banking firm providing merger and acquisition, capital formation, valuation and other general corporate financial advisory services to middle-market companies. The Statesman team advising on this engagement included Principal Will Jaco, Vice President Peter Chiu, and Associate Philip Rodriguez.

SSG’s professionals have been helping middle market companies and their stakeholders in special situation transactions for over two decades. As a nationally recognized boutique investment banking firm specializing in mergers and acquisitions, restructurings, and private placements. SSG has become the go-to firm for companies facing complex or challenging situations including operational, financial and/or legal challenges and turnarounds, inside and outside of Chapter 11 proceedings. SSG is headquartered in Philadelphia with an office in New York City. The SSG team advising on this engagement included Managing Director Matthew Karlson and Managing Director Mark Chesen.

Texas Capital Bank (TCBI) is a commercial banking institution established in 1998 and headquartered in Dallas, Texas. The bank provides personalized financial services to businesses and individual clients across Texas. The bank’s service areas include business banking, wealth management, private banking, online banking, personal banking, treasury and liquidity, and mortgage business finance. Texas Capital Bank’s business services division offers services in areas of commercial account information, commercial real estate, energy industry banking, financial institutions, financial services for employees. TCBI also offers healthcare banking, investments, leasing, lender finance, equipment financing, term loans, asset-based lending, property management, and SBA lending among others. Texas Capital Bank operates as a wholly owned subsidiary of Texas Capital Bancshares. Texas Capital Bank provided the subject refinancing and Cody Cannon, Senior Vice President serves as relationship manager on the Company’s account.

About the other transaction participants

Legal counsel for XtraLight was Deirdre C. Brown and Melissa A. Haselden with HooverSlovacek, LLP.

Personal counsel to XtraLight’s President was Christopher Murray with Diamond McCarthy LLP.

Legal counsel for Texas Capital Bank was Lynn ButlerReuben D. Rosof and Caleb Rush with Husch Blackwell LLP.

Weiss Technik has acquired Cincinnati Sub-Zero’s Industrial Test Chamber business from Gentherm (NASDAQ: THRM)

HOUSTON, TEXAS (February 6, 2019) – Statesman Corporate Finance, LLC (“Statesman”) is pleased to announce that Cincinnati Sub-Zero Products, LLC (“CSZ”), a wholly owned subsidiary of Gentherm Incorporated (NASDAQ: THRM) (“Gentherm”), has completed the sale of its industrial test chambers business to Weiss Technik North America, Inc., a member of the Weiss Technik (“Weiss Technik”) group of companies, a division of the Schunk Group, headquartered in Heuchelheim, Germany. Gentherm announced the company’s intent to divest its industrial test chambers business as part of its focused growth strategy in June of 2018. Statesman served as the exclusive financial advisor to Gentherm throughout the transaction, which closed February 1, 2019. 

CSZ and Weiss Technik are two of the world’s leading manufacturers of industrial test chambers. CSZ’s extensive standard product portfolio blends exceptionally well with Weiss Technik’s custom-made capabilities to provide solutions for all customer needs across all budget levels.  Together, CSZ and Weiss Technik will be the premier worldwide source for technically advanced products in the industrial test chambers industry. The combined companies will hold the leading market share in both Europe and North America.
 
“We welcome CSZ products to the Weiss Technik family. CSZ’s 78-year history and established market reputation in the environmental chamber market made this a clear choice to further expand our presence in the US market and offer our customers additional products to meet their testing requirements,” said Robert Levert, CEO of Weiss Technik North America
 
“This acquisition supports our growth initiatives and will bring further product enhancements and innovation to support our customers with testing solutions designed to meet and exceed their expectations,” said Marc Wolfrum, VP and GM of CSZ. 
 
Weiss Technik will retain CSZ as a product brand and will continue selling CSZ environmental test chambers with the same level of performance, reliability, and field service support that customers have come to expect.  Driven by multi-national expertise, Weiss Technik will support the two product brands with production facilities in Grand Rapids, MI and Cincinnati, OH. All CSZ employees will be retained. 
 
More information on this transaction can be found here: 
 
About the Transaction Participants
 
Cincinnati Sub-Zero Products, LLC, founded in 1940, is a leading designer and manufacturer of environmental chambers and temperature-controlled products. Additionally, CSZ also offers testing services. Chambers are used to simulate a diverse range of environmental conditions such as extreme cold and hot temperatures combined with humidity, altitude, or vibration. Chambers can also test a variety of climatic conditions such as rain, wind, dust, and sun exposure. The testing chambers are used multiple end markets on a global basis including the pharmaceutical, automotive, telecommunications, and defense industries.
 
Weiss Technik North America, Inc., based in Grand Rapids, MI, is an industry leader in the design, manufacture, and modification of environmental test chambers. The company is a member of the Weiss Technik group of companies, a division of the Schunk Group headquartered in Heuchelheim, Germany. The Schunk Group is an international technology group employing approximately 8,200 people in 29 countries. Schunk Group offers a broad spectrum of products and services in the fields of carbon technology and ceramics, environment simulation and air conditioning technology, sintered metal, and ultrasonic welding.
 
Gentherm Incorporated (NASDAQ:THRM) is a global developer and marketer of innovative thermal management technologies for a broad range of heating, cooling, and temperature control applications. Gentherm has over 13,000 employees in facilities in the United States, Germany, Canada, China, Hungary, Japan, Korea, Macedonia, Malta, Mexico, United Kingdom, Ukraine, and Vietnam.
Statesman Corporate Finance advised Gentherm and CSZ in this transaction and is the FINRA licensed broker dealer affiliate of Statesman Business Advisors, LLC. With offices in Houston and Austin, Texas, Statesman is a leading middle-market investment banking firm providing merger and acquisition, capital formation, valuation, and other general corporate financial advisory services to middle-market companies. The Statesman team advising on this engagement included Principal Will Jaco and Vice President Jessica Seff.

Honigman, LLP (Detroit, MI) and Varnum, LLP (Ann Arbor, MI) collectively provided legal counsel to Gentherm. Steptoe & Johnson, LLP (Washington, DC) represented Weiss Technik on transactional legal matters.
 
Plante Moran, PLLC, (Cincinnati, OH) provided sell side due diligence services to Gentherm and CSZ, and Eide Bailly, LLP (Minneapolis, MN) provided buy-side due diligence for Weiss Technik.

Corporación POK has been acquired by Nucor Corporation (NYSE:NUE)

HOUSTON, TEXAS (December 3, 2018) – Statesman Corporate Finance, LLC (“Statesman”) is pleased to announce that Corporación POK, S.A. de C.V., headquartered in Guadalajara, Jalisco, Mexico, has been acquired by Nucor Corporation (NYSE:NUE) (“Nucor”). Statesman served as the exclusive investment banking advisor to POK,  executing the process that identified and initiated discussions with Nucor, and advising POK shareholders throughout the process. The transaction closed November 27, 2018. The complete press release can be found here on Nucor’s website.

POK is a fully integrated foundry operations that produces turn-key complex castings and precision machined products for major OEM’s in the oil and gas, mining and sugar processing industries. Founded in 1894, POK has over 425 employees at its Guadalajara foundry and was owned and managed by members of the 3rd and 5th generation of the founder’s family. Several members of the selling family will continue with the Company in key operational management roles. POK will be a part of Nucor’s cold finish business and complements Nucor’s acquisition of a cold finish facility in Monterrey, Mexico last year.

John Ferriola, Chairman, CEO and President of Nucor Corporation stated, “Our company has had a presence in Mexico for more than a decade. We know the market and the customers there. The acquisition of POK supports Nucor’s strategy in Mexico, which is focused on downstream processing for high-quality, value-added applications targeting niche markets. Expanding our capability to produce value-added products is a key component of our strategy for long-term profitable growth.”

Statesman is the FINRA-licensed broker dealer affiliate of Statesman Business Advisors, LLC. With offices in Houston and Austin, Texas, Statesman is a leading middle-market investment banking firm providing merger and acquisition, capital formation, valuation and other general corporate financial advisory services to middle-market companies. The Statesman team advising on this engagement included Principal Walter Tomlinson, Senior Associate David Carrasco, and Analyst Philip Rodriguez

Nucor, is the largest and most diversified steel and steel products company in North America and is also North America’s largest recycler. Nucor’s operating facilities are primarily located in the U.S. and Canada.

About the other transaction participants

Legal counsel to Corporación POK was provided by Haynes and Boone, LLP led by Partner George Gonzalez (Houston, TX), and Partner Edgar Klee (Mexico City, Mexico).

Legal counsel to Nucor Corporation was provided by Moore & Van Allen PLLC, led by Member Scott Syfert (Charlotte, NC) and Mexico Counsel Creel, García-Cuéllar, Aiza y Enrique, SC led by Partner Francisco Montalvo (Monterrey, Mexico). 

Jessica Seff, CFA Joins Statesman’s Investment Banking Group

HOUSTON, TEXAS (May 9, 2018) – Statesman is pleased to announce that Jessica Seff has joined the firm’s Investment Banking group as Vice President to assist clients in Mergers & Acquisitions, Capital Sourcing, Restructuring, and general Corporate Advisory matters.

“We are delighted to welcome Jessica to Statesman as a valued member of our senior Investment Banking team,” said Will Jaco, Principal and Co-Head of Investment Banking at Statesman. “Jessica has a tremendous background that spans a broad range of activities including investment banking with Lehman Brothers, structured finance with Shell Trading, and recently Director of Finance with a large non-profit entity.  She holds the coveted CFA designation, and she collaborates extensively with the CFA Institute and the CFA Society of Houston.  We look forward to getting Jessica involved in our active middle-market deal flow and leveraging her strong analytical and strategic thinking skills to further our client’s corporate finance objectives”.

“I am thrilled to be joining the team,” said Jessica.  “Statesman has an excellent reputation for serving the needs of the middle market, and I believe the company is well positioned for continued growth.  I’m looking forward to assisting in building Statesman’s investment banking platform for privately held companies.”

Jessica received her B.B.A. from Vanderbilt University, graduating Magna Cum Laude, and her Master’s degree from The London School of Economics.  She is married and has two children, ages 2 and 4, and will work in Statesman’s Houston office.