Bengur Bryan arranged $67.5 million in senior debt and preferred equity for 3E, LLC (the “Company”), a utilities service provider, to repurchase equity from a minority investor and refinance its debt to position it for growth.
Under the Benton-Georgia, LLC and Pipe Strong, LLC subsidiaries, 3E installs, inspects, maintains and replaces critical infrastructure for blue-chip, investor-owned natural gas utilities throughout the Southeast and Midwest regions. With history dating back to 1914, 3E enables utilities to reach their infrastructure goals and is well positioned to help its utility partners expand, improve maintenance and replace aging utility networks. The Company is a certified Minority Business Enterprise and is wholly owned by 18.104.22.168, a technology development, patent and private investment firm which has holdings in the data center, energy and financial services industries.
“The Bengur Bryan team served as an invaluable resource in structuring a transaction that allowed us to buy out our non-control equity partner and arrange a capital structure that sets up 3E to better serve our customers,” said Dale LeFebvre, founder of 22.214.171.124. “The team expertly managed a complex multi-party transaction and negotiated numerous competing interests, allowing us to reclaim 100% of the equity ownership and position our Company for growth. We look forward to continuing our relationship with Bengur Bryan.”
“Scott, Pat and Charles at Bengur Bryan partnered with us to execute a complicated set of transactions with multiple parties on a very tight timeline,” said 3E Chief Financial Officer Jay Scherer. “The Bengur Bryan team was instrumental in supporting and preparing 3E for its next chapter of growth.”
2020 began with only a hint of the disruption that COVID-19 would cause. As the pandemic spread, many of our clients’ companies were required to close or reduce their activities—severely in some cases. Many companies were faced with the challenge of simply staying afloat.
Our traditional M&A and capital markets deals were delayed, and we shifted gears to help our clients maneuver through these turbulent times. From helping our clients renegotiate loan agreements with their lenders, navigate the application process for new loan programs, such as the Payroll Protection Program (PPP) and Main Street programs, or seek capital from other sources to ensure they had enough cash to meet their fixed obligations and payroll, we offered advice and encouragement as needed. On a pro bono basis, we assisted over 50 businesses and non-profit charities to apply for a PPP loan.
In the first half of 2020, lenders and private equity firms mainly focused on their portfolio companies, resulting in little market activity. As the impact of COVID-19 on various industries became clearer however, companies that benefited from this changed environment—like janitorial services (Business Services) and quick service restaurants (Consumer Products & Services)—saw interest from both strategic and financial buyers.
A Few of Our Notable 2020 Transactions
Bengur Bryan represented Proximas Group with its purchase of ADG Creative, LLC, a leading strategic communications firm providing business-focused creative solutions for government agencies and commercial entities.
Bengur Bryan represented National Janitorial Solutions, a nationwide provider of janitorial services to a wide variety of retail, healthcare, industrial, office, and educational facilities operators, in its sale to Revolent Capital Solutions.
Bengur Bryan also served as the exclusive financial advisor to PJPA, LLC, a long-time Papa John’s Pizza franchisee, in the sale of its 18 New Jersey and Delaware restaurants. The sale attracted interest from franchisees looking to consolidate a territory to restaurant companies aiming to diversify their holdings. With the pandemic, quick service concepts, like Papa John’s Pizza, benefited from the shift to carryout and delivery options.
Our team is growing; we are pleased to have Patrick Frazier, Jeff Rummell, and Samantha Woolf join the Bengur Bryan team. As we look forward to 2021, we are optimistic that business activity across many industries will return to normal. As has been the case historically, a disruptive crisis creates both challenges and opportunities.
We continue to support our clients affected by COVID-19 and will be looking for merger and acquisition opportunities for companies that will benefit from industry shifts and the expected economic recovery. We thank you for your continued partnership and hope this new year brings you renewed health and success.
Pittsburgh, PA: Pinnacle Cranes, a leading Link-Belt and Manitex dealer in North Carolina and South Carolina, has been purchased by Western Allegheny Capital, LLC, and Tecum Equity, a Pittsburgh, PA-based family office investment partnership.
Pinnacle Cranes was established in 2001 as a division of CTE (formerly known as Carolina Tractor and Equipment Company), a leading provider of equipment, service, technology, and rental services to the construction, power generation, material handling, and warehouse solutions industries throughout North Carolina, South Carolina, and other Southeast markets.
Jim Mackinson, CEO of Pinnacle Cranes, comments, “The Pinnacle Team looks forward to partnering with Western Allegheny and Tecum to continue the great growth journey we have experienced in our markets. We will continue to operate as Pinnacle Cranes out of our current service facilities in Charlotte and Raleigh to provide customers with the same exceptional quality and service they have come to expect from Pinnacle.”
Tyson Smith, a partner at Tecum Equity, added, “We are excited to partner with the employees of Pinnacle to continue building on its success and key partnerships with Link-Belt and Manitex. We are confident the culture of great customer service will continue, and we look forward to supporting Pinnacle’s growth over the long-term.”
A comprehensive transition plan put in place by Pinnacle, CTE, and Tecum will guarantee Pinnacle continues the highest level of customer and product support. A search is currently underway to locate a new headquarters to meet future market demands.
About Tecum Equity: Western Allegheny Capital, LLC d/b/a Tecum Equity Partners (“Tecum Equity”) is a private family office investment vehicle, advised by Tecum Capital Management. Tecum Equity is focused on making control equity investments in middle-market companies with EBITDA ranging from $2 to $20 million. Tecum Equity seeks companies with an identifiable niche, a strong culture of customer service, and a history of long-term profitability. Tecum Equity is differentiated from traditional private equity by its intention to hold investments across multiple generations and long time horizons.
About Tecum Capital Management: Tecum Capital Management is a Pittsburgh, PA-based private investment firm with over $750 million of committed capital and focused on providing mezzanine debt and private equity to middle-market companies. Since 2006, Tecum has invested in over 80 platform and add-on acquisitions across its managed funds. The firm is focused on providing financing for recapitalizations, buyouts, generational transitions, mergers and acquisitions, and other growth capital needs.
On July 11, 2019, Bengur Bryan completed a $96 million equity recapitalization by Alaris Royalty Corp. and arrangement of $205 million in new senior debt facilities for PF Growth Partners, LLC (“PFGP”) led by Fifth Third Bank. The transaction provided for new debt and equity growth capital to support the Company’s new club growth across its various development areas, as well as providing liquidity to the Company’s shareholders. Fifth Third Securities was a co-advisor to Bengur Bryan in the transaction.
Founded in 2007, PF Growth Partners, LLC is one of the largest franchisees in the Planet Fitness® (“PF”) system, currently serving over 500,000 members and operating 64 fitness clubs across the United States. The Company’s core geographic footprint includes the Maryland, Washington D.C., Tennessee, Florida, Washington and Northern California markets. Victor and Lynne Brick, co-founders and CEO + President of PFGP, each have over 35 years of experience in the health club industry, having opened their first full-service club in 1985. The Company is further supported by a group of professional business owners and an experienced management team which includes Glenn Norris, CFO, who has been with the Company since 2007. Over the years, PFGP has received multiple accolades from Planet Fitness corporate, including the inaugural Franchisee of the Year in 2013, Developer of the Year in 2014 and 2015, Highest BER (Brand Excellence Review) in 2014 and the Judgement Free Generation award in 2016 for their exceptional work with the local boys’ and girls’ clubs in Tennessee.
Bengur Bryan and its affiliates have had a relationship with Victor and Lynne Brick for over 15 years. In November 2014, Bengur Bryan completed a $93.75 million private placement of senior debt and preferred equity to refinance the Company’s existing debt and allow for new club growth in its development areas. Since 2014, Bengur Bryan and its affiliates have provided ongoing financial advisory services to the Company including a $5 million add-on preferred equity investment from its preferred equity partner in July 2015, a $20 million expansion of the Company’s existing capital expenditure loan from a syndicate of lenders in November 2016, the acquisition and conversion of 7 non-Planet Fitness clubs, under multiple brands, in early 2017 and the arrangement of $150 million of senior debt facilities from a syndicate of lenders in May 2018.
In May 2018, Bengur Bryan completed the arrangement of $150 million in new senior debt facilities for PF Growth Partners, LLC (“PFGP”) from a syndicate of lenders. The recapitalization provided for a new growth capital facility to support the Company’s new club growth across its various development areas, the buyout of certain minority equity holders, as well as a partial repurchase of $25 million of preferred equity from its partner Alaris Royalty Corp. (“Alaris”).
PFGP, founded in 2007, is one of the leading franchisees of Planet Fitness (“PF”) low-cost fitness clubs. Since opening its first club in 2008 in Maryland, PFGP has grown rapidly to 57 locations operated today across five states including Maryland, Tennessee, Florida, Washington D.C. and Washington state. Victor and Lynne Brick, co-founders and CEO + President of PFGP, each have over 35 years of experience in the health club industry, having opened their first full-service club in 1985. Since becoming a PF franchisee in 2007, Victor and Lynne have expanded the team and its capabilities to include Glenn Norris, CFO, with the Company since 2007, and Chris Cavolo, COO, who joined PFGP in 2012. In addition, the management team is further supported by a group of experienced, professional owners of the business. Over the years, PFGP has received multiple accolades from Planet Fitness corporate, including Franchisee of the Year in 2013, Developer of the Year in 2014 and 2015, Highest Brand Excellence Review in 2014 and the “Judgement Free” Generation Award in 2016.
Bengur Bryan and its affiliates have had a relationship with Victor and Lynne Brick for over 15 years. In November 2014, Bengur Bryan completed a $93.75 million private placement of senior debt and preferred equity to refinance the Company’s existing debt and allow for new club growth in its development areas. Since 2014, Bengur Bryan and its affiliates have provided ongoing financial advisory services to the Company including a $5 million add-on preferred equity investment from its preferred equity partner, Alaris, in July 2015, a $20 million expansion of the Company’s existing capital expenditure loan from a syndicate led by Fifth Third Bank in November 2016 and the acquisition and conversion of 6 non-Planet Fitness clubs, under multiple brands, in early 2017.
Bengur Bryan & Co., Inc. advised Accscient, LLC in the purchase of PDS, LLC (PDS). PDS, established in 1987 and headquartered in Denver, CO, has offices in Phoenix, AZ and Salt Lake City, UT and is one of the leading Information Technology (IT) & Engineering consulting firms in the Western United States. Given their presence in the southwest and strong engineering competencies, the acquisition will create significant benefits to both companies and especially PDS’s customer base.
Based in Atlanta, GA, Accscient was founded in 2005 with a goal of building a leading national provider of IT services. Accscient operates through three divisions (Norwin Technologies, Premier IT Solutions and Appridat) and provides IT consulting and IT staffing services on client projects including ERP planning/implementation, business intelligence, and infrastructure/data center management. Accscient serves Fortune 1000 customers in a wide variety of industries with over 350 consultants while leveraging offshore capabilities when appropriate.
Founded in 1923, Dunbar Armored, Inc. (“Dunbar”) has been family owned and remains a leader in providing innovative solutions to its customer base. Dunbar is the largest non-institutionally owned and 4th largest cash and valuable management solutions company in the United States.
Bengur Bryan has developed a long-term relationship with the Dunbar family and the company providing numerous financial advisory services over the years including M&A advisory, debt placement and valuation services.
Bengur Bryan was engaged by Dunbar to provide M&A advisory services with respect to its acquisition by Brinks. Bengur Bryan was successful in negotiating a $520 million all cash offer for Dunbar with an acquirer paid representation and warranty insurance policy to eliminate the standard transaction escrow.
The Sandbox Group (“Sandbox”) is a full-service marketing and advertising agency with operations across North America. Sandbox was formed by four agencies with decades of proven results, coming together to create a new, single agency with one purpose: to focus squarely on their clients, work, people, and the collaborative ethos that ties it all together. Sandbox offers strategic marketing, planning, and creative development, for all media and digital strategy solutions across various end markets.
SandBox was eager to embark on an acquisition strategy while the BDC was content to maintain the status quo of the business.
Bengur Bryan was engaged to analyze, recommend and implement a new capital structure for this global marketing services company. The unitranche structure was replaced with a senior debt/non-dilutive preferred equity structure. Cost of capital was lowered and a value enhancing acquisition is underway driving value to equity investors.
PF Growth Partners, LLC (“PF”) is one of the largest Planet Fitness franchisee’s, with 42 locations across five states.
PF Growth Partners, LLC had outgrown their traditional senior credit facility. PF also aspired to acquire other Planet Fitness franchisee’s, as well as open new greenfield facilities. To do this PF needed a financial partner that understood the maintenance capex requirements of the fitness industry and would be willing to fund managements growth goals.
Bengur Bryan arranged a senior debt facility for PF Growth Partners, LLC which was provided by a syndicate of lenders. In addition, Bengur Bryan raised preferred equity from Alaris Royalty. The proceeds of the transaction were used to fund new club growth.