Tombstones Enclos
Smiths Interconnect
Eye South
American TRG
EnSite Solutions LLC
EnSite Solutions LLC
Transaction
EnSite Solutions, LLC of Irving TX, has been acquired by Cushman & Wakefield of Chicago, IL. Palomino Capital initiated this transaction, assisted in the negotiations, and served as exclusive financial advisor to EnSite Solutions.
Overview
EnSite Solutions is a nationwide provider of HVAC and power system maintenance and repair services focused on serving data center and telecom facilities. Founded by CEO Toby Thomas in 2009, EnSite Solutions has grown rapidly over the past four years, with appearances in Inc500 in 2013 and Inc5000 in 2014 and 2016.
Situation
- Mr. Thomas spoke with Palomino in 2013 to explore a sale/recapitalization based upon his growth plans. We believed he was two years away from creating significant value and the existing valuation of $10-12 million would substantially increase if he executed plan. While not in complete agreement, Mr. Thomas focused on his plan and reengaged with us in 2016 to begin a process focused primarily on strategic partners/buyers.
- Mr. Thomas retained Palomino to engage with several “highly probable” potential strategic acquirers, all with current mechanical services maintenance programs.
- The identified strategic buyers could not come to acceptable terms as they could not incorporate EnSite’s asset-light business model into existing asset-heavy infrastructure, resulting in low valuations and difficult transition issues.
- Limited other strategic buyers existed, leaving financial buyers as the next typical path.
Palomino Solution
- To maximize valuation, Palomino marketed EnSite as the singular national provider of services to mission critical facilities with ability to scale rapidly due to their asset-light advantages.
- We identified over 70 “tangential strategic” potential buyers with no mechanical service maintenance programs including HVAC equipment OEMs, design / build firms, industrial service firms, property management firms, and asset-light service companies in unrelated industries.
- Palomino received 15 LOIs, eventually closing the transaction with Cushman & Wakefield due to their global focus and ability to supercharge EnSite’s growth with their client base. Additionally, they looked at EnSite as a critical element to manage existing CW client infrastructure.
- Total consideration yielded an EBITDA multiple in the teens.
USA Shade and Fabric Structures
USA Shade and Fabric Structures
Transaction
The Modular Division of USA Shade and Fabric Structures, Inc. of Dallas, TX, has been acquired by PlayPower Holdings, a portfolio company of Apollo Investment Corporation (NASDAQ: AINV). Palomino Capital initiated this transaction, assisted in the negotiations, and served as exclusive financial advisor to EnSite Solutions.
Overview
USA Shade & Fabric Structure’s Modular Division is a leading designer, manufacturer, distributor and installer of modular fabric structures for playground and vehicle protection applications. Founder and CEO Basil Hayman engaged with Palomino to explore a sale/recapitalization of the business in response to inquiries from a competitor.
USA Shade operated two divisions: 1.) the Modular Division focused on selling pre-engineered, high volume shade structures to schools and car manufacturers and 2.) the Tension Division which provided custom design / build of large architectural installations at stadiums, airports, and other large installations.
Situation
- The Modular Division was growing rapidly and generating high margin while the Tension Division was struggling due to dependence on large projects with long lead times, significant chase costs and a competitor undercutting bids at below cost.
- Management, due to complexity of dual business models, had a complex corporate team, leading to high support costs and depressing EBITDA.
- A single strategic buyer for the consolidated entity would discount the division they were not acquiring, or worse, exclude the non-acquired division from the transaction.
Palomino Solution
- Palomino identified that each division would have unique potential buyers, and a buyer of one division would not value the other division.
- Palomino highlighted the Modular Division as the most marketable business unit based on current market conditions and division performance.
- The Company agreed to bifurcate the financials to separately market the divisions in two sequential stages. This required a CPA firm to attest to the restated financials to provide confidence to potential buyers.
- This strategy allowed EBITDA to be higher as a division versus a fully burdened organization.
- Palomino executed on its strategy to complete two transactions. In both transactions, Palomino was able to market a “stand-alone division” to a larger, global organization, resulting in a larger pool of potential buyers.
- This strategy allowed the sellers to remove most corporate expenses from ongoing divisional operations, thereby increasing the bottom lines of the acquired divisions.
- Total consideration yielded a consolidated EBITDA multiple in the double digits.
Case Study 6
Case Study 6
Contrary to popular belief, Lorem Ipsum is not simply random text. It has roots in a piece of classical Latin literature from 45 BC, making it over 2000 years old. Richard McClintock, a Latin professor at Hampden-Sydney College in Virginia, looked up one of the more obscure Latin words, consectetur, from a Lorem Ipsum passage, and going through the cites of the word in classical literature, discovered the undoubtable source. Lorem Ipsum comes from sections 1.10.32 and 1.10.33 of “de Finibus Bonorum et Malorum” (The Extremes of Good and Evil) by Cicero, written in 45 BC. This book is a treatise on the theory of ethics, very popular during the Renaissance. The first line of Lorem Ipsum, “Lorem ipsum dolor sit amet..”, comes from a line in section 1.10.32.
The standard chunk of Lorem Ipsum used since the 1500s is reproduced below for those interested. Sections 1.10.32 and 1.10.33 from “de Finibus Bonorum et Malorum” by Cicero are also reproduced in their exact original form, accompanied by English versions from the 1914 translation by H. Rackham.
Case Study 1
Case Study 1
Contrary to popular belief, Lorem Ipsum is not simply random text. It has roots in a piece of classical Latin literature from 45 BC, making it over 2000 years old. Richard McClintock, a Latin professor at Hampden-Sydney College in Virginia, looked up one of the more obscure Latin words, consectetur, from a Lorem Ipsum passage, and going through the cites of the word in classical literature, discovered the undoubtable source. Lorem Ipsum comes from sections 1.10.32 and 1.10.33 of “de Finibus Bonorum et Malorum” (The Extremes of Good and Evil) by Cicero, written in 45 BC. This book is a treatise on the theory of ethics, very popular during the Renaissance. The first line of Lorem Ipsum, “Lorem ipsum dolor sit amet..”, comes from a line in section 1.10.32.
The standard chunk of Lorem Ipsum used since the 1500s is reproduced below for those interested. Sections 1.10.32 and 1.10.33 from “de Finibus Bonorum et Malorum” by Cicero are also reproduced in their exact original form, accompanied by English versions from the 1914 translation by H. Rackham.
Case Study 2
Case Study 2
Contrary to popular belief, Lorem Ipsum is not simply random text. It has roots in a piece of classical Latin literature from 45 BC, making it over 2000 years old. Richard McClintock, a Latin professor at Hampden-Sydney College in Virginia, looked up one of the more obscure Latin words, consectetur, from a Lorem Ipsum passage, and going through the cites of the word in classical literature, discovered the undoubtable source. Lorem Ipsum comes from sections 1.10.32 and 1.10.33 of “de Finibus Bonorum et Malorum” (The Extremes of Good and Evil) by Cicero, written in 45 BC. This book is a treatise on the theory of ethics, very popular during the Renaissance. The first line of Lorem Ipsum, “Lorem ipsum dolor sit amet..”, comes from a line in section 1.10.32.
The standard chunk of Lorem Ipsum used since the 1500s is reproduced below for those interested. Sections 1.10.32 and 1.10.33 from “de Finibus Bonorum et Malorum” by Cicero are also reproduced in their exact original form, accompanied by English versions from the 1914 translation by H. Rackham.
Case Study 3
Case Study 3
Contrary to popular belief, Lorem Ipsum is not simply random text. It has roots in a piece of classical Latin literature from 45 BC, making it over 2000 years old. Richard McClintock, a Latin professor at Hampden-Sydney College in Virginia, looked up one of the more obscure Latin words, consectetur, from a Lorem Ipsum passage, and going through the cites of the word in classical literature, discovered the undoubtable source. Lorem Ipsum comes from sections 1.10.32 and 1.10.33 of “de Finibus Bonorum et Malorum” (The Extremes of Good and Evil) by Cicero, written in 45 BC. This book is a treatise on the theory of ethics, very popular during the Renaissance. The first line of Lorem Ipsum, “Lorem ipsum dolor sit amet..”, comes from a line in section 1.10.32.
The standard chunk of Lorem Ipsum used since the 1500s is reproduced below for those interested. Sections 1.10.32 and 1.10.33 from “de Finibus Bonorum et Malorum” by Cicero are also reproduced in their exact original form, accompanied by English versions from the 1914 translation by H. Rackham.