Highview Capital buys Gold Star Foods, will merge with Good Source Solutions

Highview Capital has acquired Gold Star Foods Inc, a food distributor to K-12 child nutrition programs. No financial terms were disclosed. As part of the agreement, Gold Star will merge with Highview portfolio company Good Source Solutions. The newly combined company will be called GS Foods Group and Sean Leer will serve as CEO.

PRESS RELEASE

ONTARIO, Calif.–(BUSINESS WIRE)–Highview Capital, LLC (“Highview”) today announced that it has acquired Gold Star Foods, Inc. (“Gold Star” or “the Company”), a leading specialized food distributor to K-12 child nutrition programs. As part of the agreement, Gold Star will merge with existing Highview portfolio company Good Source Solutions, Inc. (“Good Source”), a specialized food distributor focused on K-12, corrections and non-commercial segments. The merger will create a new holding company called GS Foods Group (“GS Foods”), and Sean Leer has been appointed CEO of the new entity. Gold Star and Good Source will continue to operate as independent brands.

The combination of Gold Star and Good Source will establish a new leader in specialized foodservice distribution for the K-12, corrections and other segments requiring specialized products & services. GS Foods will focus on these segments with sales and marketing programs tailored to meet customer needs, ultimately working to ensure that more students and customers have access to healthy, delicious and high-quality meals each day. The combined company will have a national footprint with substantial market presence across the United States, serving over 8,000 customers nationwide.

The transaction will bring together two companies with sophisticated sales and marketing, procurement, distribution, logistics and service capabilities, creating a national platform serving these markets. Gold Star and Good Source will continue to operate under their current names and branding in the foodservice industry, and each will continue to be led by their current management teams, with Sean Leer and Rich Friedlen serving as Presidents of Gold Star and Good Source, respectively. This transaction will enable both Gold Star and Good Source to better deliver specialized products and services to meet their customers’ needs.

Gold Star provides fresh, wholesome and nutritious foods with their school nutrition partners to over 4 million students each day, at 3,500 schools, and in 500+ school districts. The Company’s advanced facilities, proprietary technology and service systems enable their child nutrition customers to serve locally sourced foods, and also help them comply with the many aspects of USDA programs and regulations.

Sean Leer, President of Gold Star, said, “This is an exciting new chapter for our combined company and its employees, as well as the communities and school districts that we serve across the United States. Good Source is a like-minded partner with an exceptional management team and equally fierce commitment to providing safe, top-quality and sustainably sourced food. Combined, our companies will create an innovative platform to transform the supply system for school nutrition programs.”

Ryan McCarthy, Co-Founder of Highview, said, “This is a transformational deal, uniting two specialized foodservice powerhouses, which together will have a broad national footprint with highly complementary strengths. Gold Star earned its reputation for outstanding customer service and product quality, and we have been impressed by its distribution capabilities and presence within the K-12 market. Specialized foodservice distribution is a highly fragmented industry, and market leaders are differentiated by the sophistication and scale of their distribution network, as well as their commitment to quality and to satisfying the customer. We believe both Gold Star and Good Source more than meet these criteria, and we are excited to partner with and continue to support both brands.”

Highview acquired Gold Star from Castle Harlan, Inc. and Alvarez & Marsal Capital Partners (“Alvarez & Marsal”) participated in the transaction as a direct investor in the combined business. Sidley Austin LLP, Kirkland & Ellis LLP and Alvarez & Marsal advised the buyer group. Financial terms of the transaction were not disclosed.

About GS Foods Group
GS Foods Group is a family of specialized foodservice distribution companies. GS Foods uses its sophisticated network of facilities to provide trusted food distribution and product solutions to specialized foodservice segments, including education, corrections, non-profit, business & industry and healthcare. GS Foods’ independent subsidiaries, Good Source Solutions, Inc. and Gold Star Foods, Inc., collectively serve over 8,000 customers nationwide. GS Foods is a portfolio company of Highview Capital, LLC and Alvarez & Marsal Capital Partners.

About Gold Star Foods, Inc.
Gold Star Foods, Inc. is a leading distributor of wholesome, fresh and nutritious foods to students in K-12 schools. Based in Ontario, CA with facilities and operations across the Southwest United States, Gold Star serves students in over 3,500 K-12 schools in more than 500 school districts. Gold Star is proud to have been recognized nationwide for their innovation and partnership with both the USDA and the School Nutrition Association. For more information, visit www.goldstarfoods.com.

About Good Source Solutions, Inc.
Good Source Solutions, Inc., a Highview Capital, LLC portfolio company, is a specialized food distributor with sophisticated procurement and logistical capabilities, serving a wide spectrum of value-focused end markets through a national network of facilities. Good Source’s products focus on center-of-plate with an offering that includes poultry, meats, pasta, fruits, vegetables, bakery items, beverages, appetizers, sides, and snacks. Additionally, the Company provides menu & recipe planning and value-added product enhancements addressing complex packaging, labeling, nutrition, and dietary requirements. Good Source serves thousands of public and private-sector customers in the education, corrections, food service, healthcare, and non-profit markets, among others.

About Highview Capital, LLC
Highview Capital, LLC is an opportunistic private equity investment vehicle headquartered in Los Angeles, CA with approximately $500 million in assets under management providing transformational equity. Highview leverages its creative vision and expertise to partner with management teams of leading middle-market businesses undergoing periods of transformation, including growth, expansion, or performance improvement. For more information, visit www.highviewcp.com.