Cleaver-Brooks, Inc. - Whyte Hirschboeck Dudek SC

Client Name: Cleaver-Brooks, Inc.
Other Key Players: Harbour Group
Industries, Inc.; RBC Capital Markets,
LLC; UBS Investment Bank; SunTrust
Robinson Humphrey, Inc.; Robert W.
Baird & Co. Incorporated; U.S. Bank, N.A.
(trustee); Royal Bank of Canada (ABL)
Type of Deal: Sale of Cleaver-Brooks, Inc.
and affiliates; issuance of senior secured
notes; and ABL credit facility borrowing
Size of Deal: Company sale: undisclosed;
Senior secured note offering: $300 million;
ABL facility: undisclosed
Locations: Milwaukee; Thomasville, Ga.
Principal WHD Team Members: Eric Lenzen,
Tamara Hayes O’Brien, Lisa Lange, Philip
Koutnik, John Emanuel, Kim Wynn,
Michael Bohn, Jennifer Drury Buzecky,
Daniel Geraghty, Charles Bohl, William
Hughes, Nicole Renouard, Thomas
Pienkos, Thomas Klancnik, David Hertel,
Kathryn West, Phillip Bower, Lindsey
Johnson, Thomas Gonzalez, Erik
Eisenmann, Matthew Rutlin, Christopher
Walker, Justin Szalanski, Benjamin
Brunette, Kate Albrecht (paralegal
specialist), Brooke Lada (paralegal),
Christopher Lerario (paralegal), Teresa
Noeske (paralegal)
Practice Areas Involved: Corporate,
Finance, Securities, Real Estate,
Intellectual Property, Litigation,
Labor & Employment, Environmental
Law, Taxation

WHD ASSISTS
CLEAVER-BROOKS,
INC. IN COMPLEX SALE
OF BUSINESS, HIGH-
YIELD DEBT OFFERING,
AND ASSET-BASED
BORROWING
In 1929, John Cleaver started a business manufacturing small,
portable boilers in Milwaukee. In 1931, he joined up with
experienced machinery sales executive, Raymond Brooks,
to form Cleaver-Brooks. Cleaver-Brooks developed the first
packaged boiler. Until that time, anyone purchasing a boiler
needed to order all of the major components from multiple
manufacturers with the hope that when assembled they
would all work together seamlessly. Cleaver-Brooks’ complete
boiler system solved this problem, eliminating the issues of
compatibility and performance.
Originally designed to roll along highways to melt asphalt for
paving roads or to thaw ice from clogged culverts, Cleaver-
Brooks expanded and sold the boilers as a practical packaged
product. Today, the company is the sole provider of integrated
boiler/burner/control solutions and is a leading manufacturer
of boiler room equipment across commercial, institutional, and
industrial markets. It operates manufacturing and warehousing
facilities in 10 locations throughout the world, and has a sales
force of 1,500 representatives in 100 offices worldwide.
The success and innovation of Cleaver-Brooks caught the attention
of Harbour Group Industries, Inc., a privately owned firm based
in St. Louis. Harbour Group’s interest in acquiring the company
came at an opportune time, as Cleaver-Brooks’ holding company,
Wellspring Capital Management LLC, was looking to sell.
Cleaver-Brooks turned to Whyte Hirschboeck Dudek S.C. to assist
the company and its subsidiaries (Cleaver-Brooks of Canada Inc.,
Cleaver-Brooks of Mexico Inc., Cleaver-Brooks of Hong Kong Ltd.,
and Industrial Combustion LLC) with multiple related transactions.
WHD represented Cleaver-Brooks in the sale of the company
to Harbour Group by Wellspring Capital; as company counsel in
the tender offer of its existing high-yield notes and the issuance by
the company of $300 million in new senior secured notes; and
as borrower’s counsel in connection with a multimillion-dollar
asset-based credit facility from a syndicate of lenders.
Going forward, Cleaver-Brooks will collaborate with Harbour
Group’s experienced and proven leadership team to pursue
new growth opportunities through strategic initiatives, and will
continue to engineer and manufacture best-in-class, energyefficient
boiler room solutions while providing a superior level of
service to its customers worldwide.
THE BIG PICTURE 17