Hicks Equity, Riverside Form H-D Advanced Manufacturing

Hicks Equity Partners and The Riverside Company have established H-D Advanced Manufacturing Company. The holding company will focus on heavy-duty, precision-engineered industrial components, and has already acquired Overton Chicago Gear Corporation, a manufacturer and distributor of large, custom, mission-critical gears and gearboxes.

PRESS RELEASE
Hicks Equity Partners (Hicks) and The Riverside Company (Riverside) today announced that they have partnered with Christopher DiSantis to establish H-D Advanced Manufacturing Company (H-D), a holding company that will specialize in a wide variety of heavy-duty, precision-engineered industrial components. Simultaneously, they announced that H-D has acquired Overton Chicago Gear Corporation (Overton), a premier manufacturer and distributor of large, custom, mission-critical gears and gearboxes.

Mr. DiSantis, age 41, is an accomplished manufacturing executive who previously served as CEO and President of Latrobe Specialty Metals (Latrobe), a former portfolio company of Hicks. Prior to Latrobe, Mr. DiSantis served as President and COO of Hawk Corporation (Hawk), a former portfolio company of Weinberg Capital Group, which is also an investor in H-D. Both Latrobe and Hawk were highly successful investments under Mr. DiSantis’ leadership. The formation of H-D again pairs Mr. DiSantis and Dale Mikus, the former CFO of Latrobe, who will serve as CFO of H-D.

Thomas O. Hicks, Chairman and Chief Executive Officer of Hicks Equity Partners, said, “The formation of H-D Advanced Manufacturing, with Overton as its foundation, provides an excellent opportunity to create value in the high-precision manufacturing sector. We are very pleased to partner with Riverside in building H-D behind the leadership of Chris DiSantis and Dale Mikus, with whom we have worked successfully in the past, and the management team of Overton. Under this leadership team, we believe H-D is very well positioned to be at the forefront of what we see as a resurgence of U.S. manufacturing.”

“Riverside specializes in acquiring middle market companies and providing them with resources that enable them to thrive,” said Riverside Partner Tim Gosline. “H-D’s acquisition strategy fits squarely with that of Riverside, and we look forward to working with H-D and Overton’s management to make this investment a success.”

“H-D Advanced Manufacturing is going to build a first class manufacturing company that serves as a strategic supplier to the world’s leading industrial companies, both big and small,” said Mr. DiSantis. “I can’t think of a better company than Overton Chicago Gear to serve as H-D’s first acquisition. I look forward to selectively adding other manufacturers of high-quality industrial components to the H-D team and to executing our business strategy.”

With a history dating to 1888, Overton manufactures large, high-precision gears that are designed to meet a wide range of requirements for the most challenging applications in the oil and gas, minerals and mining, rail, renewable energy, power generation and infrastructure industries. Customers in these industries require high-precision gears and gearboxes that are durable and reliable enough to withstand harsh operating environments. Overton designs and manufactures custom gears in a wide variety of profiles, including herringbone, bevel, helical, spur and double enveloping worm gears, as well as gearboxes. The company employs more than 200 people at three manufacturing facilities in the Chicago area.

Overton will continue to be led by CEO Louis Ertel. Mr. Ertel said “This transaction is an excellent outcome for our employee stock owners, and I would like to personally thank them for their hard work and dedication to make this transaction possible. As part of H-D Advanced Manufacturing, Overton will be better positioned to build on the strong growth and success it has achieved over the last ten years through added financial strength and management expertise.”

As previously announced, Dale Mikus will serve as the CFO of H-D. Mr. Mikus has more than 30 years of financial management experience, including over a decade with PWC, and has held senior financial positions for several large corporations. In addition, Ron Weinberg, Chairman of Weinberg Capital Group, will serve as a director of H-D Advanced Manufacturing.

Hicks and Riverside are actively seeking additional acquisition opportunities for H-D Advanced Manufacturing in the gearing industry and within other heavy duty, high-precision manufacturing sectors.

PNC Business Credit and Babson Capital provided financing for the acquisition of Overton. KPMG, Akin Gump Strauss Hauer & Feld and Jones Day advised Hicks and Riverside on the investment.

H-D Advanced Manufacturing Company
H-D Advanced Manufacturing Company seeks to acquire operating companies in the severe duty, high-precision manufacturing sector targeting “mission critical” products and applications. H-D is led by Chris DiSantis, the former CEO of Latrobe Specialty Metals and the former President and COO of Hawk Corporation, and Dale Mikus, the former CFO of Latrobe Specialty Metals. H-D strives to enable its customers to be leaders in their respective industries by providing world class products, excellent customer service, highly responsive lead times and efficient manufacturing operations.

Hicks Equity Partners
Hicks Equity Partners (HEP) is the private equity arm for Hicks Holdings LLC, a holding company for the Thomas O. Hicks family’s assets. With 35 years of private equity experience, Mr. Hicks pioneered the “buy and build” strategy of investing and founded Hicks Muse Tate & Furst, which raised more than $12 billion of private equity across six funds and completed over $50 billion of leveraged acquisitions. HEP looks for established companies with proven track records, strong free cash flow characteristics, a strong competitive industry position and an experienced management team looking to partner with long-term capital.

The Riverside Company
The Riverside Company is a global private equity firm focused on acquiring growing businesses valued at up to $200 million (€200 million in Europe). Since its founding in 1988, Riverside has invested in more than 300 transactions. The firm’s international portfolio includes more than 70 companies. (http://www.riversidecompany.com or http://www.riversideeurope.com)

Weinberg Capital Group
Weinberg Capital Group is a Cleveland, Ohio based family office that specializes in acquiring well-positioned middle-market companies. The group has an established track record of success in the ownership and growth of global manufacturing enterprises.

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