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Doane Pet Care Completes Ownership Change with Teachers’ Private CapitalOct. 24, 2005 -- Doane Pet Care Company (“Company”), the largest manufacturer of store band pet food in the United States, today announced that Teachers’ Private Capital, the private investment arm of the Ontario Teacher’s Pension Plan Fund, has completed the previously announced acquisition of beneficial ownership of substantially all of the outstanding capital stock of Doane Pet Care Enterprises, Inc. from a group of investors led by JPMorgan Partners, LLC (“JPMP”) for approximately $840 million. In connection with the change in ownership of Doane Pet Care Enterprises, Inc., the Company effected or commenced certain recapitalization transactions (the “transactions”), the goal of which is to significantly de-leverage the company. These transactions include, among others: • The closing of a new $210 million senior secured credit facility, which will provide for a $50 million multi-currency revolving credit facility, a $55 million US dollar equivalent term loan facility denominated in Euros and a $105 million term loan facility. As of the closing of the transactions, the revolving portion of the company’s new senior credit facility had available and undrawn borrowings of $44.9 million, net of $5.1 million of issued and un-drawn letters of credit; • The closing of a private placement of $152 million of 10.625 percent senior subordinated notes due 2015, resulting in gross proceeds of approximately $150.8 million; • The termination and full settlement of the Company’s previous senior credit facility, which provided for total commitments of $230 million; • The redemption of $150 million in aggregate outstanding principal amount of the Company’s 9.75 percent senior subordinated notes due 2007 at a price of 100 percent of the principal amount thereof, plus accrued and unpaid interest to, but not including the redemption date: • The commencement of a change of control offer for the Company’s 14.25 percent senior preferred stock due 2007, at a purchase price equal to 101 percent of the liquidation value thereof, which includes a 1 percent change of control premium. Assuming all holders of the preferred stock tender in the change of control offer, the Company expects to pay approximately $125.2 million to holders of the preferred stock on or about Nov. 22, 2005. To the extent that holders of the preferred stock fail to tender pursuant to such offer, the Company expects to accept for purchase or redeem all shares of such preferred stock within approximately 30 days; • The commencement of a change of control offer for the company’s 10.75 percent senior notes, at a purchase price equal to 101 percent of the principal amount thereof, which includes a 1 percent change of control premium. The Company does not believe, based on current trading levels of the senior notes, that holders of its senior notes will exercise this right. However, the Company has written commitment from a lender to provide financing for any repurchase obligations that may arise as a result of such offer. Doug Cahill, president and CEO, commented, “As we previously announced in late August, we expect this new ownership structure to be seamless to all of our constituents in the short term and, in the longer term, quite beneficial as we continue to build upon our past success. Our dedicated team has identified opportunities to further build our business in the global marketplace while continuing to serve as the Trusted Partner of Choice for our customers’ brands. With the long-term commitment and substantial equity investment provided by Ontario Teachers’, we have a unique opportunity to offer an even higher level of product innovation and marketing support than we have in the past to help our customers build their pet food brands.” JPMorgan Chase & Co. (NYSE: JPM) acted as financial advisor to the Company in the transaction. Lehman Brothers, Inc. advised Teachers’ Private Capital and provided the financing for the transaction. O’Melveny & Myers LLP acted as legal advisor to the Company and the selling stockholders in the transaction and Debevoise & Plimpton LLP acted as legal advisor to Teachers’ Private Capital. Milbank, Tweed, Hadley & McCloy LLP acted as legal advisor to Lehman Brothers, Inc. The 10.625 percent senior subordinated notes due 2015 have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, until so registered, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of the jurisdiction. ABOUT DOANE PET CARE COMPANY Doane Pet Care Company, based in Brentwood, Tenn., is the largest manufacturer of store brand pet food and the second largest manufacturer of dry pet food overall in the United States. The Company sells to approximately 650 customers around the world and serves many of the top pet food retailers in North America and Europe. The Company offers its customers a full range of pet food products for both dogs and cats, including dry, semi-moist, soft-dry, wet, treats and dog biscuits. For more information about the Company, including its SEC filings and past press releases, please visit www.doanepetcare.com. However, no information contained therein shall be deemed to be a part of this press release ABOUT TEACHERS' PRIVATE CAPITAL Teachers' Private Capital is the private investment arm of the C$88 billion Ontario Teachers’ Pension Plan Fund, which invests on behalf of 225,000 active and retired teachers in Ontario, Canada. With more than C$8 billion in assets, Teachers’ Private Capital is one of North America’s largest private investors and is currently working with more than 100 companies and funds worldwide by providing long-term flexible financing. Significant investments include National Bedding Co., Samsonite, Worldspan, Alliance Laundry Systems, Maple Leaf Sports & Entertainment (owners of the Toronto Raptors and Toronto Maple Leafs sports teams) and Yellow Pages Group. Teachers’ Private Capital specializes in providing private equity and mezzanine debt capital for large and mid-cap companies, venture capital for developing industries, and financing for a growing portfolio of infrastructure and timberland assets. ABOUT JPMORGAN PARTNERS JPMorgan Partners, LLC (“JPMP”) is a leading private equity firm with over $11 billion in capital under management as of June 30, 2005. Since its inception in 1984, JPMP has invested over $15 billion worldwide in consumer, media, energy, industrial, financial services, healthcare, hardware and software companies. With more than 80 investment professionals in five principal offices throughout the world, JPMP is an experienced investor in companies with worldwide operations. Selected investments include: AMC Entertainment, Berry Plastics, Cabela’s, Pinnacle Foods, PQ Corporation, SafetyKleen Europe, Vetco International and Warner Chilcott. JPMP is a private equity division of JPMorgan Chase & Co (NYSE: JPM), one of the largest financial institutions in the United States, and is a registered investment adviser with the Securities and Exchange Commission. CONTACTS: Doane Pet Care Company Melodye Demastus, Melrose Consulting Tel: (614) 771-8810 Email: mdemastus@columbus.rr.com Ontario Teachers’ Pension Plan Lee Fullerton, Director of Communications & Media Relations Tel: (416) 730-5347 Email: lee_fullteron@otpp.com JPMorgan Partners Brooke Harlow Tel: (212) 270-7381 Email: brooke.d.harlow@jpmorgan.com *All statements in this press release, including those comments made regarding our growth opportunities and the ability to further build our business, other than statements of historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers should not place undue reliance on any forward-looking statements, which speaks only as of the date made. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. It is important to note that actual results could differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially include without limitation: reliance on a few customers for a large portion of the Company’s sales and its ability to maintain relationships with these customers; the Company’s exposure to, and ability to manage, its market risks relating to commodity, oil and natural gas prices, interest rates and foreign currency exchange rates; changes in demand for the Company’s products; future capital expenditures and the Company’s ability to finance these capital expenditures, the Company’s ability to make required principal and interest payments on its senior credit facility and other indebtedness and to comply with the covenants under its debt agreements; the Company’s business strategies and other plans and objectives for future operations; general economic and business conditions and changes in market trends; business opportunities that may be presented to and pursued by the Company from time to time; risks related to the Company’s international operations; risks related to product liability claims and product recalls; the outcome of any legal proceedings in which the Company or any of its subsidiaries may be a party; the impact of existing and new accounting pronouncements; and other factors. Further information concerning factors that could cause actual results to differ materially from those in the forward-looking statements are contained from time to time in the Company’s SEC filings, including without limitation the Company’s Annual Report on Form 10-K. The Company undertakes no obligation to revise the forward-looking statements to reflect any future events or circumstances. All forward-looking statements attributable to the Company are expressly qualified in their entirety by this cautionary statement. Back to Press Releases |
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The historical information presented may reflect the activities of the professionals of CCMP Capital Advisors, LLC (together with its affiliates, “CCMP Capital”) while they were members of J.P. Morgan Partners, LLC ("JPMP"), a private equity division of JPMorgan Chase & Co. prior to CCMP Capital's commencing operations. Nothing contained herein constitutes an offer to sell or a solicitation of an offer to purchase any investments or securities of any investment vehicles. © 2008 CCMP CAPITAL ADVISORS, LLC. All rights reserved. |
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