Publicly-traded TRC Companies has agreed to be acquired by New Mountain Capital in an all cash transaction valued at $17.55 per share of common stock or $554 million in total equity value. The purchase of TRC will be made through New Mountain Partners IV, LP, a $4.1 billion fund that closed in October 2014.
TRC (NYSE:TRC) is a provider of engineering, environmental consulting and construction management services to commercial, industrial and government clients that operate in the power, environmental, infrastructure and oil and gas markets. The company specializes in providing air measurements and air quality services; building sciences; natural resources management; environmental permitting & licensing; environmental, health & safety management; power delivery engineering; civil engineering, and construction engineering & inspection. TRC has more than 4,100 staff at more than 120 offices in the US and the UK. TRC was founded in 1961 and is headquartered in the Boston suburb of Lowell, MA (www.trcsolutions.com).
“New Mountain identified the infrastructure services sector for prospective investment many years ago, and we believe it is a highly attractive industry with significant growth potential,” said Matt Holt, a Managing Director of New Mountain Capital. “We have been methodically studying the market for opportunities, and we selected TRC as the ideal platform to build a differentiated leader across the Power, Environmental, Energy and Transportation verticals.”
New Mountain currently manages over $15 billion of private and public equity funds. The firm is an industry generalist but has specific expertise in education, health care, software, business services, logistics, specialty chemicals, federal services, media, consumer products, financial services and insurance, environmental services, infrastructure and energy. New Mountain was founded in 1999 and is headquartered in New York (www.newmountaincapital.com).
“We believe TRC is a leading platform in the industry and have been highly impressed with the company’s best-in-class talent, exceptional culture and proven leadership team,” said Lars Johansson, a Director of New Mountain Capital. “The company has shown the ability to grow both organically and through acquisitions, and New Mountain is excited to support management’s existing strategy and their goal of being the #1 North American engineering and construction management firm.”
Houlihan Lokey (www.HL.com) is the financial advisor to TRC. Barclays is acting as M&A advisor to New Mountain and the firm is also receiving M&A and industry advice from EFCG (Environmental Financial Consulting Group) (www.efcg.com).
Kirkland & Ellis (www.kirkland.com) is acting as legal advisor to New Mountain. The Kirkland team is led by corporate partners Joshua Kogan and David Feirstein and associates Keri Schick Norton, Erika López and David Towarnicky; and debt finance partner Eric Wedel and associates Rachel Gray and Julienne Markel.
Completion of the transaction is subject to approval of TRC’s stockholders and expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to be completed prior to June 30, 2017.
© 2017 Private Equity Professional | March 31, 2017
