2013 - berkshire · pdf file2 3 2013 2013 year-end summaryfor over a hundred years,...
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20132013 Year-End Summary
For over a hundred years, springtime in Boston has arrived with baseball at Fenway Park and runners in the Boston Marathon. After each long New England winter, baseball’s first pitch and the inspiring efforts of marathoners energize our city. This past year we were instead shaken by the tragic events at the race’s finish line. From that moment, communities from near and far rallied around the victims. As we witnessed the heroism of both first responders and a long list of extraordinary citizens, the phrase “Boston Strong” came to life. Along the way, the Red Sox, inspired by the city’s resilience, began winning and surprised many by ultimately capturing the World Series trophy. The year 2013 is one we will not soon forget.
While the Red Sox created a happy diversion for our city, the dysfunction in Washington loomed over our nation. Who could have guessed that with so much political turmoil stock markets would shrug off this weight and climb steadily higher? Equally noteworthy was how debt financing markets became more and more aggressive as the search for yield drove investors to accept higher levels of risk. The resulting upward pressure on company valuations certainly made 2013 a challenging year in which to invest.
We take comfort that we have faced such demanding environments before, and experience has taught us to remain focused on our fundamental investment principles.Whether in private equity investments or through public securities in Stockbridge, a key tenet for us is to invest behind highly capable managers who have built strong businesses. Together with our management partners, we seek growth derived from a company’s core competencies at times augmented by thoughtful acquisitions of adjacent businesses. We remain very pleased with the composition of our portfolios and are delighted to be working with so many exceptional teams.
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Further building on this solid portfolio foundation, we invested over $650 million of new private equity capital in two U.S.-based companies during the past year. Each business is led by a highly capable and experienced team and benefits from regional density in industries where scale truly matters. The first, SRS Distribution, is a leading distributor of residential roofing supplies across the country. And our second investment, in Lightower, merged two strong fiber network providers primarily focused on the Northeast and Mid-Atlantic.
Being ready and able to make new investments requires us to continuously build our team’s capabilities to capitalize on opportunities as they arise. For example, a key growth area for our firm has been Stockbridge, which is now entering its eighth year. Jon Meyer and Anil Seetharam have been important contributors to the development of Stockbridge, and we are pleased to announce their recent promotions to Managing Director. We are especially gratified that both Jon and Anil started their investment careers in private equity at Berkshire before shifting focus to the public markets, which further underscores the depth we have built within our organization.
With these promotions and other key additions to our staff, we feel well-prepared for the future. Our investment staff across both private equity and Stockbridge now totals nearly 70 professionals, including functional teams within portfolio support, business development, capital markets and legal.
As our beloved Red Sox proved this past year, when every member of a team plays their role united around a common purpose, remarkable things can happen. With this hope, we look with enthusiasm to the opportunities 2014 will bring.
Best wishes for a happy and successful new year!
Berkshire Partners
Contents
Acquisition of SRS Distribution
Merger of Lightower/Sidera
2013 Portfolio Highlights
About Berkshire Partners
Investment Staff
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Portfolio company headquarters
76
SRS Distribution McKinney, Texas www.srsicorp.com
Investment Date February 2013
Industries Business Services; Industrials
OverviewIn February 2013, Berkshire acquired a majority interest in SRS Distribution, a distributor of residential roofing supplies and related accessories to contractors across the United States.
Who is SRS?Whether you are repairing a leaky roof or building a new home, SRS has you covered. The company is a valued and trusted partner to the nation’s largest roofing manufacturers, who rely on SRS to efficiently market and deliver their products to contractors. For contractors, SRS’s more than 100 branches across the country provide competitive prices, high levels of customer service and a wide selection of inventory.
Since its founding in 2008 via the acquisition of Suncoast Roofers Supply in Florida, the company has grown significantly. In 2013, SRS became the fourth largest U.S. distributor of residential roofing materials with more than 10,000 customers.
Our PerspectiveSRS plays a critical role in an attractive industry. Demand for residential roofing is relatively stable with approximately 80% of volume driven by non-discretionary reroofing projects. Distributors perform a crucial function in the value chain by supplying products to a fragmented customer base with demanding service requirements— a function that manufacturers are highly unlikely to perform themselves.
SRS has rapidly become a leader in the industry by increasing sales at existing branches, opening new branches in attractive geographies and acquiring smaller independent roofing distributors. SRS’s purchasing scale provides immediate cost savings for newly acquired branches. Independent roofing distributors often choose to join forces with SRS due to its strategy of main-taining local branding and branch management autonomy.
Underpinning this growth is a well-respected and talented management team with a proven track record of growing successful companies in the building products industry. They are the architects of a unique and competitive culture that is pervasive throughout the organization and attracts some of the best talent in the industry.
Acquisition of SRS Distribution
SRS headquarters
Principal division location
Branch location
98
Boston
Washington, D.C.
New York City
Chicago
London
Richmond
networking solutions, such as ultra-low latency connections, video transport and wireless back-haul, as well as diverse cloud, content and data center connectivity.
Prior to the April merger, Lightower operated a dense network in the Northeast with numerous routes passing through the Boston and New York metro areas. Sidera also provided a fully-developed network in New York City, as well as a pres-ence in the Mid-Atlantic region and Chicago. Following the merger, the combined company now manages a network of complementary routes in top-tier markets with greater den-sity and a broader footprint.
Merger of Lightower/Sidera
Our PerspectiveFiber infrastructure providers such as Lightower are poised to benefit from attractive secular tailwinds. Data demand is on the rise due to increased use of bandwidth- intensive applications.
The newly combined Lightower network provides opportunities for improved service to customers and attractive returns on capital. The company enjoys a diverse, blue chip customer base with multi-year contracts and is well positioned to further penetrate its core markets.
OverviewIn April 2013, Berkshire partnered with Pamlico Capital and ABRY Partners to merge Lightower Fiber Networks and Sidera Networks. Together, and now operating under the name Lightower, these companies form a premier provider of tailored, high-capacity communi-cations services to large enterprise, carrier and data center customers.
Who is Lightower?Everything from trading floors to hospitals to arenas now requires a network link, and Lightower connects the dots. Lightower offers fiber-based, industry-specific
LightowerBoxborough, Massachusettswww.lightower.com
Investment Date April 2013
Industry Communications
Current route
Route under construction
Metro presence
Point of presence
Boston
Washington, D.C.
New York City
Chicago
London
AuroraElk Grove
TorontoAlbany
Philadelphia
Roanoke Elizabeth City
Hartford
Portsmouth
Portland
Richmond
Burlington
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investment year invested* industry milestones
2013 Portfolio Highlights
2011 Consumer Products and Retail
2006 Consumer Products and Retail
2005 Consumer Products and Retail
2011 Industrials
2010 Consumer Products and Retail
2005 Consumer Products and Retail
2010 Business Services
2011 Communications
2012 Communications
2008 Transportation
2006 Consumer Products and Retail
2009 Communications
2007 Business Services; Industrials
2006 Business Services; Consumer Products and Retail
2009 Consumer Products and Retail
2012 Consumer Products and Retail
• Opened five stores in Canada, including an expansion into Quebec, and three in the U.S.• Experienced significant growth in e-commerce • Added key senior executives to the team
• Launched e-commerce in both the U.S. and Japan• Added new design talent to further strengthen the creative team
• Completed initial public offering in June (NYSE:COTY) • Continued growth and expansion in emerging markets • Appointed new CFO, effective early 2014
• Achieved strong revenue growth due to the addition and maturation of new stores • Successfully added new products, including a broader selection of prepared foods
• Accelerated store opening pace with 20 new locations• Strengthened East Coast operations, investing in infrastructure and personnel
• Completed the sale of Enardo division to Emerson • Demonstrated significant growth in domestic tank-related segments• Recorded strong performance across key operational safety metrics
• Acquired Schöttli Group, a leading designer and manufacturer of molds for medical products and specialty closures • Launched next generation HyCAP™ system to meet the specific needs of high-output beverage closure manufacturers• Realigned business units and named new CFO
• Experienced strong growth in a variety of channels, including international and e-commerce• Launched brand partnership program with Target• Continued expansion of product offering, including the introduction of K’s Kids, a new baby line
• Opened 35 America’s Best locations and 3 Eyeglass World stores• Recorded strong comparable store sales growth • Expanded Walmart relationship to include fulfillment of certain contact lens orders
• Grew customer base both in the U.S. and abroad due to new market penetration and continued smartphone adoption• Completed acquisition of Soluto, an Israeli provider of remote device and PC management solutions
• Completed integration of Element K and MindLeaders acquisitions• Grew organically and through contribution from recent acquisitions• Continued investment in platform enhancement, content development and international growth
• Experienced strong growth in core business• Appointed Chris Downie as CEO and hired new CFO• Opened new facilities in New York, New Jersey, Washington and Oregon
• Increased build-to-suit activity in Peru and Chile• Acquired a portfolio of rooftop sites in Chile• Initiated operations in Colombia and continued to build organizational structure
• Increased lease-up activity from major carriers in the U.S. • Continued new amendment activity on its portfolio of 130 towers in Puerto Rico
• Achieved growth through price increases, improved productivity and accretive acquisitions• Acquired Aerosonic, Airborne Systems, Arkwin and GE Aviation’s Electromechanical Actuation Division • Completed a special dividend in July
• Invested capital in operations to drive efficiency• Completed a refinancing of its credit facility
*Year of initial investment
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AcostaAdvanced Drainage SystemsAmerican Tire DistributorsAmSafeAritziaBare EscentualsBartlett NuclearCarter’sCitizens of HumanityCoty Inc.Crown Castle InternationalElectro-Motive DieselEngineering Solutions & ProductsFarm BoyGrocery OutletHexcel HMTHuskyLightowerMasai Group InternationalMasterplanMelissa & DougNational VisionNEW AsurionParty CityProfit Recovery GroupSkillsoftSRS DistributionTelxTinnerman Palnut Engineered ProductsTorres UnidasTower Development Corporation (TDC)TransDigmUnited BioSourceVi-JonWaterworks
About Berkshire Partners Current and Former Portfolio Companies
The investments above represent all private equity investments made by Berkshire Partners through its Funds VI–VIII. Nothing herein constitutes an offer or solicitation of an offer to buy any security. The views expressed herein reflect the opinions of Berkshire Partners as of January 2014 and are subject to change.
Berkshire Partners pursues investments in both private equity and marketable securities.
Private EquityBerkshire has invested in over 100 middle market companies since 1986 through its eight private equity investment funds with aggregate capital commitments of over $11 billion. Berkshire has developed specific industry experience in several areas including consumer products and retail, business services, industrial manufacturing, transportation and communications. Within private equity, Berkshire has a strong history of partnering with management teams to grow the companies in which it invests with the goal of consistently achieving superior investment returns. The firm seeks to invest $50 million to $500 million of private equity capital in each portfolio company.
StockbridgeFounded in 2007, Stockbridge is an investment group within Berkshire focused on marketable securities. Stockbridge manages a concentrated portfolio, seeking high-quality companies that exhibit earnings sustainability and growth over the long-term. Stockbridge employs a research-intensive process that benefits from the broader firm’s experiences, insights and relationships as it pursues its investment activities.
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MANAGING DIRECTORS
Mike Ascione
Brad Bloom
Ken Bring
Jane Brock-Wilson
Kevin Callaghan
Chris Hadley
Larry Hamelsky
Shar Heslam
Beth Hoffman
Matt Janchar
Ross Jones
Richard Lubin
Josh Lutzker
Jon Meyer
Greg Pappas
Randy Peeler
Anil Seetharam
Rob Small
EJ Whelan
ADMINISTRATION
Reuben Ackerman Compliance
Samantha Adams Talent
Ken Bring Finance
Katie Bush Communications
Garth Greimann Administration
Shar Heslam Legal
Raleigh Shoemaker Investor Relations
Senior Advisors
Chris Clifford
Carl Ferenbach
PRIVATE EQUITY
Senior Director
Marni Payne
Principals
Dave Bordeau
Alan Ghelberg
Blake Gottesman
Tom Kuo
Ben Levy
Sam Spirn
Vice Presidents
Tara Gadgil
Josh Johnson
Jon Nuger
Business Development
Jeff Dodge
Nii Amaah Ofosu-Amaah
Capital Markets
Matt Janchar
Liz Chang
Portfolio Support
Greg Pappas
Chris Dacey
Aaron Miller
Tom Nolan
Associates
Kevin Blesy
Ed Casserley
Chris Comenos
Rob Denious
Whitney Kelly
Saagar Kulkarni
Mark Mason
Investment Staff
Matt McKenna
John Nelson
Nikhil Pereira-Kamath
Akeel Rangwala
Patrick Sissman
Advisory Directors
Gideon Argov
John Kelly
Tommy Liu
Mike Miles
Ken Pucker
STOCKBRIDGE
Rob Small
Jon Meyer
Anil Seetharam
Neil Wagner
Saad Hasan
Matt Berner
Justin Hupp
Karan Arakotaram
Tim Cox
Austin Boaz
Alex Mansfield
2013