Industry Experience - Grace Matthews, Inc.

Grace Matthews 

Chemical Practice Overview

Grace Matthews Overview 

Boutique Investment Banking Firm Services 

� Strong, experienced and well-respected transaction advisors 

� National presence with global reach 

� Twelve professionals; over 150 transactions completed 

� Recognized expertise in chemicals and other industries including 

manufacturing, construction services, healthcare, retail and 

software/IT 

� Entrepreneurial culture; large organization expertise 

� Business sales 

� Corporate divestitures 

� Recapitalizations and management buy-outs 

� Acquisition searches 

� Capital raises 

� Corporate finance advisory services 

� Fairness opinions 

Typical Engagements Transaction Breakdown 

� Clients include privately-held businesses, private equity funds, 

and large, multi-national corporations 

� End-to-end service from valuation to closing 

� Transaction sizes range from $20 to $500 million 

Sell-Side 

70% 

Recapitalization 

15% 

Buy-Side 

15% 

2

Transactional Capabilities 

Sell-side Strategic vs. Financial Buyers 

� Client profiles 

� Process types 

� High quality privately-held companies 

� Global 2000 corporate divestitures 

� Private equity portfolio companies 

� Limited, confidential strategic sales (1-6 strategic buyers) 

� Broad auctions 

� Recapitalizations 

� Management buy-outs 

� Special situations 

Private Equity 

20% 

Strategic 

80% 

Buy-side Global Access to Strategic Buyers and Financing Sources 

� Client profiles 

� Process types 

� Large multinational corporations 

� Incumbent management with active MBO opportunity 

� Exclusive, focused searches in specific industry sectors 

� Single target engagements 

� Broad scope searches with multi-year engagement resulting in 

multiple acquisitions 

� 80% of GM sell-side clients were acquired by strategic buyers 

� Track record of high level access to global strategic buyers 

� One-third of transactions are cross-border 

� Long-term relationships with hundreds of leading private equity 

firms, hedge funds, private investors 

� Extensive relationships with a variety of financing sources 

� Banks 

� Private Equity 

� Alternative Sources 

3

Industries and Clients Serviced 

Industry sector experience Representative clients 

Construction 

Services 

Electronic 

Printing 

Chemicals 

Industry 

Experience 

Retail & 

Consumer 

Brands 

Material 

Fabrication 

Industrial 

Services 

Software & IT 

Services 

4

Strong Commitment to Chemicals 

Chemical practice highlights Expertise in industry-specific issues 

� Strong track record of chemical transactions 

� Deep understanding of chemical industry operations, markets and 

economics coupled with strong technical investment banking skills 

� Direct ties to senior management around the world 

� Broad-based experience in many chemical industry sectors 

Recent Grace Matthews publications 

� In-depth experience handling specific industry issues reduces 

transactional risks (value, process certainty, timing) 

� Critical industry-specific issues facing Grace Matthews chemical 

clients include: 

� Environmental and safety regulations and compliance 

� Operations and manufacturing 

� Markets and channels 

� Raw material sourcing and pricing 

� Globalization 

� Plant consolidations / closures 

� Chemical industry specific transaction financing and 

structure 

5

Personal Care, Soaps & 

Cleaners, 6% 

Inorganics, Ceramics & 

Catalysts, 8% 

Contract Packaging & 

Chemicals., 8% 

Construction Materials, 8% 

Colorants & Additives, 6% 

Focus on Specialty Chemicals 

Transaction experience in specialty chemicals Representative Transactions 

� Experience in a broad range of specialty chemicals and basic 

materials industries including: 

Presented as a % of aggregate chemical transactions 

Other: Fine & Organic 

Chemicals, Oil & Gas, 

Food Ingredients, 11% 

Plastics, Polymers & Resins, 

9% 

Paints, Coatings & Inks, 

27% 

Adhesives, Sealants & 

Tapes, 17% 

Paints 

Industrial Coatings & Inks 

Adhesives, Sealants & Tapes 

Plastics, Polymers & Resins 

Colorants & Adhesives 

Construction Materials 

Contract Packaging & Misc. 

Inorganics, Ceramics & 

Catalysts 

Personal Care, Soaps 

Other: Fine & Organic 

Chemicals, Food Ingredients, 

Oil & Gas 

• Akzo Nobel – The Flood Company 

• Columbia Paint & Coatings – Sherwin-Williams 

• Oregon Research & Development – Harris Specialty Chemicals 

• Akzo Nobel – Chemcraft International 

• Specialty Coatings Company – Becker Industrial Coatings 

• Northwest Coatings – Ashland Chemical 

• Bostik Findley (foam latex ops) – ACT Technologies 

• Northstar Chemicals – 3M 

• TACC International – Illinois Tool Works (ITW) 

• Pacific Epoxy Polymers – Resolution Performance Products (Hexion) 

• Landec Corporation’s Dock Resins – Lubrizol Corporation 

• Vesta – RoundTable Capital Partners 

• Accurate Color – Teknor Apex 

• ColorMatrix – Audax Group 

• Zehrung Corporation – RPM, Inc. 

• TACC International – Columbia Cement (Burmah Castrol / BP) 

• LORD’s Photoglaze Business – Akzo Nobel 

• GSI General Materials (GeoSynthetics) – Home Depot 

• Accurate Compounding – Teknor Apex 

• Northland Stainless – Samuel Manu-Tech (US) 

• Raabe Corporation – Quest Specialty Chemicals / Huron Partners 

• CERAC – Brush Engineered Materials 

• Equa-Chlor – PPG Industries 

• Minco -- Ceradyne 

Bold companies were represented by Grace Matthews 

• Landec Corporation – Lifecore Biomedical (Warburg Pincus) 

• Marianna Industries – Harren Equity Partners 

• Landec Corporation’s Intellimer technology – Air Products 

• Borregaard Synthesis – Polycarbon Industries 

• Chr. Hansen Sweeteners – Domino Sugar 

• Lubrizol Performance Systems – Delft Instruments 

6

Established Relationships with Industry Leaders 

� Completed deals with all below 

� Also, direct ties to hundreds of other global and regional chemical companies 

7

Global capabilities 

National Presence – Global Reach 

� Broad cross-border transactional experience 

� 33% of all transactions are cross-border 

� High level of access to senior management at global multinationals 

Multinational client base 

� Strong relationships with key global chemical companies 

� Recent multinational clients: 

Akzo Nobel Borregaard Chemical 

ThyssenKrupp Lubrizol 

ATOFINA Chr. Hansen 

JPMorgan Chase Lord Corporation 

8

Chemical Industry Media Presence 

Print media Speaking engagements and editorial content 

IHS Chemical Week 

Adhesives Age 

Chemical Marketing Reporter 

Modern Paint & Coatings 

Adhesives & Sealants Industry 

American Ink Maker 

Adhesives and Sealants Council 

American Chemical Society 

Federation of Societies of 

Coating Technologies 

The Powder Coating Institute 

American Coatings Association 

Commercial Development and 

Marketing Association 

Association for Corporate Growth 

American Ink Maker 

9

Grace Matthews: Chemical Team Leaders 

John Beagle Benjamin Scharff 

John Beagle, Managing Director, is a co-founder of Grace 

Matthews and has advised clients on mergers and acquisitions 

since 1991. John has been the lead investment banker on over 

100 engagements in a variety of industries including chemicals, 

coatings and basic materials, as well as in other manufacturing 

and service industries. 

Prior to his investment banking career, John was a research 

engineer at Digital Equipment Corporation, where he was part 

of the team that developed the patented Alpha chip 

technology – at the time, the fastest commercial 

microprocessor ever engineered. John has a B.S. in Materials 

Science from Cornell University, and an M.B.A. from the Johnson 

Graduate School of Management, Cornell University. 

Thomas Osborne Kevin Yttre 

Thomas Osborne focuses on new business development and 

strategic planning for Grace Matthews. Prior to joining Grace 

Matthews, Mr. Osborne held a variety of senior leadership 

positions in the global chemical industry, including CEO of both 

The Tnemec Company and ICI Paints North America / The 

Glidden Company. 

Mr. Osborne served as Board Chairman of the National Paint 

and Coatings Association from 2003 to 2005 and received the 

Association’s highest honor, the George Baugh Heckel award. 

Tom holds a B.S. from Youngstown State University, and has 

completed the Advanced Management Program at Harvard 

Business School. 

Benjamin Scharff, Managing Director, focuses on mergers 

and acquisitions, leveraged transactions and 

recapitalizations. Over the course of his investment banking 

career, Ben has advised clients in a broad range of 

industries, including chemicals, paints and coatings, 

construction products and services, and general 

manufacturing. 

Ben graduated from the University of Wisconsin with a B.S. 

degree in Economics. Ben is a member of the Association for 

Corporate Growth (Wisconsin Chapter) and previously 

served in the United States Marine Corps. 

Kevin Yttre, Director, has worked with clients in a variety of 

industries including specialty chemicals, commodity 

chemicals, coatings, and materials. A chemical engineer, 

Kevin held a number of engineering and management 

positions with ICI’s Uniqema specialty chemicals business in 

the U.S. and The Netherlands. 

Kevin holds a M.B.A. from Harvard Business School and a B.S. 

degree, with Highest Distinction, in Chemical Engineering 

from the University of Wisconsin – Madison. At the University 

of Wisconsin, Kevin was awarded the Kurt F. Wendt Memorial 

Scholarship for outstanding academic performance and the 

Kowalke-Harr Teamwork Award, and was also named a 

Dalhke Scholar and Colbeck Scholar. 

10

Grace Matthews Team 

Douglas Mitman Timothy Oleszczuk 

Tammie Miller 

Douglas Mitman, Managing Director, is a co-founder of Grace 

Matthews and has worked in mergers, acquisitions, and 

capital fundraising since 1993. Doug has completed over 50 

transactions ranging in value from $5 million to $250 million, 

and has sat on the board of several privately-held companies. 

Prior to forming Grace Matthews, Doug ran an investment 

banking office in Prague, Czech Republic, and worked as a 

Trader for Fidelity Investments in Boston and as a Market Maker 

at the American Stock Exchange in New York. Doug has a B.A. 

in Economics from Dartmouth College and his M.B.A., with 

Highest Distinction, from the Johnson School of Management 

at Cornell University. 

Tammie Miller, Director, has over a decade of experience in 

mergers, acquisitions, and corporate finance. Prior to joining 

Grace Matthews, Tammie was a Senior Vice President of 

Operations at Innovative Resource Group, a former subsidiary 

of Cobalt Corp. (now APS Healthcare). 

Tammie’s prior investment banking experience includes 

positions at Alex. Brown & Sons, First National Bank of Chicago, 

Kidder Peabody, and Lehman Brothers. Tammie is a C.F.A. 

and earned her B.A. degree, with High Honors, in Latin 

American Studies and Astrophysics, as well as an M.B.A. with 

an emphasis in Finance, both from The University of Chicago. 

Timothy Oleszczuk, Managing Director, has 20 years of 

experience in mergers, acquisitions and corporate finance 

involving diverse industries. Prior to joining Grace Matthews, 

Tim managed the Milwaukee office of Resource Financial 

Corporation. 

Before beginning his investment banking career, Tim was a 

shareholder at the Milwaukee law firm of Godfrey & Kahn, 

S.C., where his legal practice focused on mergers and 

acquisitions, corporate finance and insurance law. Tim holds 

a B.B.A. and an M.B.A. degree, both Summa Cum Laude, 

from the University of Wisconsin-Madison and a J.D. degree 

from the University of Michigan. 

11

Trent Myers 


Trent Myers, Vice President, has over 20 years experience 

working in mergers, acquisitions, and leveraged 

transactions. Trent has been involved in over 100 

transactions throughout his career, involving such industries 

as chemicals, coatings and adhesives, basic materials, and 

a variety of other manufacturing and service industries. 

Trent has served as a monthly columnist on economic and 

M&A issues for Adhesives Age and Modern Paint and 

Coatings magazines. Trent holds an M.B.A. degree, with an 

emphasis in Finance, from the University of Wisconsin, an 

M.A. from the University of Virginia, and a B.A. from the 

University of Georgia. 

Andrew Hinz 

Andrew Hinz, Vice President, joined Grace Matthews in 2007 

and specializes in buy- and sell-side transactions and 

leveraged finance. Andy has completed transactions in a 

variety of industries including financial services, basic 

materials, printing, and industrial equipment and services 

markets. Prior to joining Grace Matthews, Andy was an 

Equity Research Analyst with Robert W. Baird & Co. in 

Milwaukee, Wisconsin. At Baird, Andy performed 

fundamental research and provided investment 

recommendations to support institutional equity investors. 

Andy holds the Chartered Financial Analyst (CFA) 

designation and received a B.B.A. from the University of 

Wisconsin - Eau Claire with an emphasis in Accounting and 

Finance. Andy is currently pursuing an M.B.A. from the 

Kellogg School of Management at Northwestern University. 

12

Andrea Wolf 

Jon Glapa 


Andrea Wolf, Associate, joined Grace Matthews in 2005, 

and specializes in mergers and acquisitions, recapitalizations 

and corporate finance projects. Andrea has experience in 

a broad range of industries, including chemicals, food 

ingredients, and general manufacturing. 

Andrea holds a B.A. in Economics and Finance and a M.A. 

in Economics, both from the University of Wisconsin- 

Milwaukee. Andrea is currently enrolled in the Chartered 

Financial Analyst (CFA) program and is a Level II candidate. 

Jon Glapa, Analyst, joined Grace Matthews in 2011. Jon has 

supported clients in the colorants and plastics industries. 

Jon holds a B.A. in Mathematics as well as a Secondary Field 

degree in Economics from Harvard University. At Harvard, 

Jon was a member of the Charles River Growth Fund, the 

college’s oldest student-run investment club. 

Bill Harrison 

Bill Harrison, Associate, joined Grace Matthews in 2011. 

Previously, Bill was an Equity Research Associate with Robert 

W. Baird & Co. in Milwaukee focusing on Industrial and Oil & 

Gas sectors. At Baird, Bill provided fundamental research 

coverage, industry analysis and provided investment 

recommendations to institutional equity investors. Bill has 

also held positions at NorthPointe Capital and AKZO Nobel 

Decorative Coatings. 

Bill holds a B.A. in Economics and Management from Albion 

College. Bill is currently enrolled in the Chartered Financial 

Analyst (CFA) program and is a Level III candidate. 

Aaron Pollock 

Aaron Pollock, Analyst, has been a member of the Grace 

Matthews team since 2009. Aaron has supported clients in a 

wide array of industries including coatings, plastics, and 

basic chemicals. 

Aaron holds a B.B.A in Finance and Investment Banking as 

well as a B.S in Communications Science and Rhetoric from 

the University of Wisconsin-Madison. Aaron was the cofounder 

of the Capital Management Club, the Wisconsin 

School of Business’s first undergraduate investment program. 

13

Recent Chemical Industry Transactions 

has sold its portfolio company 

to 

Grace Matthews, Inc. advised 

Audax Group on this transaction 

has acquired 

from 


Landec Corporation on this transaction 

a wholly owned subsidiary of 

Syrgis Performance Products, LLC 

has been acquired by 


Syrgis Performance Products on this transaction 


to 


Brockway Moran on this transaction 

has acquired the assets of 


Equa-Chlor, Inc. on this transaction 


to 

Grace Matthews, Inc. advised Prairie Capital 

Management, LLC on this transaction 

14


has sold its 

Resilient Floor Coatings Business to 


LORD Corporation on this transaction 

has acquired 


Akzo Nobel on this transaction 

has acquired 


NorthStar Chemicals, Inc. on this transaction 



Marianna Industries on this transaction 

has merged with 


Columbia Paint & Coatings on this transaction 

American Sugar Refining Inc. 

has acquired the 

Specialty Sweetener Division assets of 


Chr. Hansen on this transaction 

15


Corporation 



Raabe Corporation on this transaction 

has acquired 

The Flood Company 


Akzo Nobel nv on this transaction 

has acquired a majority interest in 


Vesta, Inc. on this transaction 

has been recapitalized by 


ColorMatrix Corporation on this transaction 

Beckers Industrial Coatings 

has acquired the stock of 


Specialty Coatings Company, Inc. on this transaction 

has acquired 


Northwest Coatings, LLC on this transaction 

16


has acquired the assets of 


Pacific Epoxy Polymers, Inc. on this transaction 


a subsidiary of 


GSI General Materials, LLC on this transaction 

Facilitator Capital Fund 

has sold the stock of 

to 

Grace Matthews, Inc. advised the 

shareholders of CERAC, Inc. on this transaction 

has sold the assets of 

Lubrizol Performance Systems to 


Lubrizol Corporation on this transaction 

has licensed exclusive fields of 

Intelimer technology from 



has sold a division of its portfolio 

company 

to 


Brockway Moran & Partners, Inc. on this 

transaction 

17

Recent Transactions Case Studies

PolyOne Corporation’s Acquisition of ColorMatrix Group 

Client Results 

Audax Group, a Boston-based private equity firm, engaged 

Grace Matthews (along with a co-advisor) to develop and 

execute a strategy to maximize value to a strategic buyer during 

the sale of ColorMatrix, a portfolio company of Audax Group 

and a world leader in colorants and additives for plastics. 

Having advised on ColorMatrix’s founder’s $175-million sale of 

the company to Audax Group in 2006, Grace Matthews was 

very familiar with ColorMatrix and the company’s ability to 

provide technical solutions for beverage packaging, industrial 

extrusion, performance molding, and fiber end markets. 

Process 

The marketing process for ColorMatrix involved a broad auction 

that included over 100 prospective private equity and strategic 

buyers. Grace Matthews, based on our expertise in chemicals, 

plastics, and additives, focused solely on high potential strategic 

buyers within the specialty chemicals industry. 

After extensive research of market participation, product 

portfolios, geographic footprints, and potential synergies, Grace 

Matthews proceeded to handpick certain buyers, including 

PolyOne, for introductory meetings. These “fireside chats” 

informally introduced the ColorMatrix story, highlighted business 

fit, and generated strong interest from a number of strategic 

bidders. 

PolyOne Corporation successfully bid over 11x EBITDA for 

ColorMatrix, whose global sales and EBITDA for June 30, 2011, 

were $196.8 million and $43.6 million, respectively. 

The acquisition of ColorMatrix is a significant milestone in 

PolyOne’s publicly stated commitment to focus more on 

specialty chemicals. 


to 

Grace Matthews, Inc. advised Audax Group 

on this transaction 

19

Landec Corporation’s Acquisition of Lifecore Biomedical 


Landec Corporation (Nasdaq: LNDC), based in Menlo Park, CA, 

is a materials science company that develops and markets 

patented polymer products for food, agriculture, personal care 

and drug delivery applications. Grace Matthews has a strong, 

long-standing relationship with Landec, having advised the 

company on a number of transactions including its acquisition of 

Dock Resins and a joint venture with Air Products and 

Chemicals. 

Process 

Landec engaged Grace Matthews to perform an acquisition 

search that would expand Landec’s capabilities in advanced 

materials. Working together, Grace Matthews and Landec 

developed three criteria that acquisition candidates had to 

possess: growth potential in areas beyond Landec’s core food 

technology, biomaterial products that had synergies with the 

company’s Intelimer® polymers, and a level of profitability that 

would be meaningfully accretive to near-term financial 

performance. 

During the process, Grace Matthews identified and qualified a 

number of acquisition candidates, including Lifecore Biomedical 

(Chaska, MN), a developer and manufacturer of biopolymers 

used in a wide range of therapeutic treatments and medical 

research initiatives and a portfolio holding of Warburg Pincus, a 

$30 billion New York based private equity firm. 

Warburg Pincus set a minimum price target for Lifecore based 

on its return of investment objectives. To meet the targeted 

value, Grace Matthews negotiated closing consideration of 

$44.0 million, including $40.0 million in cash and $4.0 million in 

assumed debt. Additional contingent payments of up to $10.0 

million based on Lifecore’s 2011 and 2012 performance were 

structured by Grace Matthews to help Landec mitigate risk 

while simultaneously achieving Warburg Pincus’ minimum sale 

price. 

Lifecore represents an important investment for Landec’s future 

in the area of biomaterials. The acquisition significantly 

advances Landec’s commitment to advanced materials in 

new, growing markets and achieves all the stated objectives of 

the company’s acquisition strategy. 

has acquired 

from 



20

Columbia Paint Company’s Merger with Sherwin-Williams 


Columbia Paint Company, based in Spokane, Washington, is a 

leading manufacturer and retailer of architectural coatings in 

the Pacific Northwest. The Company services the professional 

painting contractor, builder and do-it-yourself markets through 

43 company-owned stores. 

Because of its strong regional brands, favorable demographics, 

and proven growth strategy, Columbia enjoyed sales and profit 

growth far in excess of industry averages. 

Process 

The shareholders of Columbia engaged Grace Matthews to 

market the company to select buyers. In agreement with 

Columbia’s Board and shareholders, Grace Matthews identified 

a group of the six best strategic buyers that could reasonably be 

expected to achieve the Board’s objectives relating to 

valuation, corporate culture and management succession. 

Grace Matthews approached each of these six ideal buyers 

with a detailed Offering Memorandum and customized analyses 

for each that took into account the strategic fit and the buyer’s 

likely post-acquisition plans for Columbia. 

The process generated three strong, competitive bids for 

Columbia. Grace Matthews successfully negotiated and 

structured a merger with Sherwin Williams that achieved the 

shareholders’ goals at an attractive valuation. 

The final transaction was structured as a cash merger – which 

provided shareholders with an extremely advantageous tax 

position for the transaction. 

has merged with 


Columbia Paint & Coatings on this 

transaction 

21

Ceradyne’s Acquisition of Minco 


The Philadelphia-based private equity group Argosy Capital 

engaged Grace Matthews to sell their portfolio company, 

Minco, the world’s leading producer of premium-grade fused 

silica, a key raw material used in high-temperature precision 

investment casting. 

A key consideration was finding a potential buyer that would 

support Minco's excellent growth prospects - the company had 

established strategic alliances with major industry partners, and 

was in the process of setting up a joint venture to enter the 

rapidly growing markets in China. 

Process 

After a thorough business analysis and evaluation, including 

detailed financial modeling to determine the expected values 

from both private equity and strategic buyer perspectives, we 

determined that there was a small group of strategic buyers that 

would be significantly affected by the sale of Minco, including 

the Los Angeles-based Ceradyne (NASDAQ: CRDN). Minco was 

a long-time supplier to Ceradyne’s Thermo Materials division, 

which stood to gain significant cost savings from the vertical 

integration of Minco into its operations. 

Ceradyne showed strong interest in the acquisition, and 

requested the chance to make a pre-emptive bid for Minco. 

Grace Matthews prepared all of the documentation required 

for a full, broad-based sale process, including an Offering 

Memorandum, management presentation, a secure on-line 

due diligence data room, a summary of synergies in China, 

and a detailed Letter of Intent: all of which supported a full 

valuation for the business that would be required for a preemptive 

offer to be successful. 

The process resulted in a very successful vertical integration of 

two businesses at a purchase price that provided the client 

with a high return on the initial investment. 

has acquired 


Minco, Inc. on this transaction 

22

Akzo-Nobel’s Acquisition of Chemcraft 


Grace Matthews has a long-standing client relationship with 

Amsterdam’s Akzo-Nobel, the world’s largest coatings 

manufacturer. Over the last 10+ years, Grace Matthews 

principals have advised Akzo on numerous buy- and sell-side 

transactions. 

With revenues in excess of $16 Billion, Akzo had a strong interest 

in acquiring Chemcraft, a highly profitable North American 

manufacturer of wood finishes with annual sales exceeding $150 

million. 

Process 

Despite the exodus of U.S. furniture manufacturing to China, 

both Akzo and Chemcraft had managed to grow their wood 

coatings businesses in North America based on product 

innovation and excellent customer service. The two businesses 

were a natural strategic fit. 

Chemcraft’s management initially pursued a private equitybacked 

management buy-out, and didn’t believe a sale to 

Akzo or any other strategic buyer would achieve their 

objectives. 

Grace Matthews recognized that only an approach that 

countered management's objections to strategic buyers would 

allow Akzo into the process. 

Because of our regular interaction with the debt and equity 

markets, we were able to quickly and accurately determine 

the value that an aggressive private equity group would put on 

Chemcraft. 

This analysis provided our client, Akzo, with a baseline on which 

to build an attractive package for both the shareholders and 

management, which was ultimately accepted by Chemcraft. 

This creative approach allowed Akzo to participate in and win 

a competitive sale process while the other interested strategic 

buyers remained bystanders. 

has acquired 


Akzo Nobel on this transaction 

23

RoundTable’s Acquisition of Vesta 


Vesta is North America’s leading manufacturer of siliconebased, 

single-use medical devices. Vesta’s branded and private 

label products are sold to global leaders in heath care including 

Abbott Labs, Baxter and Bristol-Myers Squibb. 

As one of the fastest growing businesses in its industry, Vesta had 

been regularly contacted by both strategic and financial buyers 

interested in acquiring the business. 

Process 

Vesta’s founding shareholders wanted to capture some of the 

value they had created within the Company, but also had an 

interest in seeing the Company continue as an independent firm 

with the resources it needed to maintain its strong record of 

growth. The shareholders were supported by a young 

management team that had helped build the business and the 

owners felt a great deal of appreciation and loyalty to them, as 

well as to the rank-and-file employees. 

Despite the anticipation of a high level of interest from strategic, 

synergistic buyers, the shareholders requested that Grace 

Matthews limit the sale process to leading private equity firms 

that would provide existing management with the opportunity 

for a meaningful equity position in the business. 

Because of its growth prospects, high margins, and 

experienced management team, Vesta generated a great 

deal of interest from the private equity community with about 

25 bids in the initial phase of a two-stage auction process. 

Of the eight finalists, management partnered with RoundTable 

Healthcare Partners, a Chicago private equity firm specializing 

in healthcare. 

The value of the recapitalization was about three times the 

amount of an offer received just two years earlier, 

demonstrating the power of a well-executed, competitive sale 

process. 

has acquired a majority interest in 


Vesta, Inc. on this transaction 

24

Audax Group’s Recapitalization of ColorMatrix 


In 2006, the shareholders of privately-held ColorMatrix 

(Cleveland) engaged Grace Matthews to advise them on the 

sale of the company. 

ColorMatrix is the world’s leader in liquid colorants for plastics, 

with operations in the U.S., the U.K., The Netherlands, Brazil and 

China. Over half of ColorMatrix’s revenues are outside the U.S. 

Process 

The company’s founders had grown the business to over $100 

million in revenue, and were seeking liquidity through a 

recapitalization or sale of the business. 

Grace Matthews assisted the owners with careful planning and 

positioning the company for a sale, based on its strong 

management team, loyal customers and solid international 

growth prospects. 

Based on these fundamentals, as well as a history of high 

margins and double-digit growth, Grace Matthews 

recommended a broad two-stage auction that would involve 

both strategic and financial buyers. 

The first phase of the auction process resulted in 41 bids with a 

wide range of values. 

Concurrently with the second round of bidding from the eight 

final parties, we secured a “staple-on” debt package from GE 

Capital, which was well equipped to underwrite a complex, 

multi-currency global entity like ColorMatrix. 

Three strong, well-respected private equity groups bid 

aggressively in the second round, resulting in a successful bid at 

the high end of the range. The Shareholders and 

management ultimately chose the Audax Group based on a 

combination of price, culture and shared values. 

has been recapitalized by 


ColorMatrix Corporation on this transaction 

25

Northwest Coatings’ Sale to Ashland Chemical 


In 2002, the Los Angeles- based private equity group Caltius 

Equity Partners acquired Northwest Coatings, North American’s 

leading independent producer of highly technical radiationcurable 

coatings and adhesives for the packaging and graphic 

arts markets. 

Having held Northwest Coatings for a number of years and 

believing that a sale would result in an attractive return on its 

investment, Caltius engaged Grace Matthews to work with 

management to prepare to sell the company through a broad 

auction process. 

Process 

Within weeks of Grace Matthews’ engagement, Ashland 

Chemical (NYSE:ASH) made an unsolicited approach to Caltius 

regarding an acquisition of Northwest Coatings. Caltius was 

open to the concept of a pre-emptive bid, provided that the 

value and terms were equivalent to the expected auction 

results. 

Grace Matthews’ challenge was to managing timing and 

information flow in such a way as to generate and maintain 

auction-like negotiating leverage for our client without violating 

the exclusivity provision granted to Ashland. 

Within weeks of Grace Matthews’ engagement, Ashland 

Chemical (NYSE:ASH) made an unsolicited approach to Caltius 

regarding an acquisition of Northwest Coatings. Caltius was 

open to the concept of a pre-emptive bid, provided that the 

value and terms were equivalent to the expected auction 

results. 

Grace Matthews’ challenge was to managing timing and 

information flow in such a way as to generate and maintain 

auction-like negotiating leverage for our client without 

violating the exclusivity provision granted to Ashland. 

has acquired 


Northwest Coatings, LLC on this transaction 

26

219 North Milwaukee Street, 7 th Floor 

Milwaukee, WI 53202 

414.278.1120 

www.gracematthews.com

Industry Experience - Grace Matthews, Inc.

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