Golden Gate Buys Tollgate for $137M

San Francisco-based buyout shop Golden Gate Capital will pay $137 million in cash to acquire publicly traded Tollgrade Communications. Tollgate is a provider of network service assurance technology for telecommunications operators in the United States and Europe. The deal is expected to close during the second quarter. Piper Jaffray & Co. advised Tollgrade. Golden Gate Capital has more than $9 billion under management.

Tollgrade Communications, Inc. (Nasdaq:TLGD) announced today that it has signed a definitive merger agreement to be acquired by an affiliate of Golden Gate Capital in an all-cash transaction valued at approximately $137 million. Tollgrade is a leading provider of network service assurance solutions for telecommunications operators in the United States and Europe. Golden Gate Capital is a San Francisco-based private equity firm with more than $9 billion of capital under management.

Under the terms of the transaction, Tollgrade shareholders will receive $10.10 in cash per common share. The transaction has been approved by the Tollgrade board of directors and is subject to Tollgrade shareholder approval and other customary closing conditions. The transaction is expected to close in the second quarter of 2011. As a result of the transaction, Tollgrade’s common stock would no longer be traded on the NASDAQ market. Piper Jaffray & Co. advised Tollgrade and rendered a fairness opinion in connection with the transaction.

“Today’s announcement provides an outstanding opportunity for all of our key stakeholders,” said Ed Kennedy, Tollgrade’s President and CEO. “For our shareholders, the agreement provides full liquidity at a price within 1 percent of Tollgrade’s three-year high closing stock price reached on February 16, 2011. In addition, the agreement price represents a 29 percent premium to Tollgrade’s closing stock price on September 1, 2010 — the day we began the process of exploring the company’s strategic alternatives with the assistance of Piper Jaffray. For our customers and employees, the proposed transaction provides a bright future for Tollgrade and a strong foundation to support new growth initiatives such as our emerging smart grid business. We look forward to our relationship with Golden Gate Capital, and we are confident that their proven track record of growing businesses, both organically and through acquisitions, and their expertise and global resources, will greatly benefit our customers, partners and employees.”

“We are pleased to have the opportunity to invest in a company with a market-leading position in the service assurance market,” said John Knoll, Managing Director of Golden Gate Capital. “Tollgrade has built an organization of seasoned industry veterans and technology experts, some of whom have helped build the largest networks in the country, to provide the service-quality benchmarks the major communications service providers and utilities expect and rely on today. We are looking forward to working with the management team in taking the company to its next stage of growth and leadership.”

Tollgrade will host a conference call to discuss earnings results for the fourth quarter and full year 2010 on Thursday, February 24, 2011 at 4:30 p.m. EST. The telephone number for U.S. participants is +1-888-338-8373 (International: +1-973-872-3000). Please reference Tollgrade Fourth Quarter 2010 Results Conference Call.

About Tollgrade
Tollgrade Communications, Inc. (Nasdaq:TLGD) is a leading provider of network assurance solutions for the telecommunications and utilities industries. Tollgrade’s telecommunication products and solutions enable communication service providers to efficiently manage their access networks in an age of increased competition, continually evolving technology, and ongoing pressure to reduce costs while its real-time Smart Grid Monitoring solutions allow utility customers to continuously detect key circuit parameters, and communicate mission critical data wirelessly to a central location to provide Continuous Grid Intelligence(TM). For more information, visit Tollgrade online at

About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private investment firm with approximately $9 billion of capital under its management. The firm’s charter is to partner with world-class management teams to make equity investments in situations where there is a demonstrable opportunity to significantly enhance a company’s value. The principals of Golden Gate have a long and successful history of investing with management partners across a wide range of industries and transaction types, including corporate divestitures, leveraged buyouts and recapitalizations. For additional information, visit