Archive for May, 2012

Interline Brands Announces Acquisition – GS Capital Partners and P2 Capital Partners For $1.1 Billion

May 30, 2012

Interline Brands, Inc. (NYSE:IBI), a leading distributor and direct marketer of broad-line maintenance, repair and operations (“MRO”) products, has announced that it has entered into a definitive agreement to be acquired by affiliates of GS Capital Partners LP (“GS Capital Partners”) and P2 Capital Partners, LLC (“P2 Capital Partners”) for $25.50 per share in cash. GS Capital Partners is one of the world’s leading private equity investors. P2 Capital Partners, a shareholder of Interline, is a leading investment firm that applies a private equity approach to investing in the public market. The transaction, which was unanimously approved by Interline’s board of directors, is valued at approximately $1.1 billion, including the assumption of debt. The price of $25.50 per share represents a premium of approximately 42% relative to the Company’s closing stock price on May 25, 2012, the last trading day before the announcement of the transaction, and a 31% premium relative to the Company’s trailing 30-day average closing stock price. “This agreement provides excellent value to shareholders. This is also an exciting new chapter for Interline, one that we believe will bring broad benefits to all of our stakeholders,” said Michael J. Grebe, Interline’s Chairman and Chief Executive Officer. “We remain laser-focused on our goals and capabilities, and look forward to working with partners that have proven track records of investments in the distribution sector, as well as financial and operational expertise in global markets. Moreover, Interline has operated successfully in both public and private settings in the past. As we now look forward, GS Capital Partners and P2 Capital Partners have a shared vision of our value creation opportunities and the actions needed to realize them.” Interline intends to maintain its corporate headquarters in Jacksonville, Florida, as well as its distribution and sales footprint. In addition to equity from funds managed by GS Capital Partners and P2 Capital Partners, it is anticipated that certain members of Company management will invest a portion of their proceeds from the transaction. GS Capital Partners and P2 Capital Partners have also secured committed debt financing from Goldman Sachs and Bank of America. Barclays is serving as financial advisor to Interline and has provided a fairness opinion in connection with the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to the Company in connection with the transaction.  Goldman Sachs is acting as financial advisor to GS Capital Partners, and Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor. Debevoise & Plimpton LLP is acting as legal advisor to P2 Capital Partners. The transaction is subject to certain closing conditions, including the approval of Interline’s shareholders and regulatory approvals, but is not subject to any condition with regard to the financing of the transaction. The agreement permits Interline to solicit alternative proposals from third parties through June 28, 2012. The Interline board of directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. If there is not a superior offer, the transaction is expected to close by the end of the third quarter of 2012. Interline will be submitting a current report on Form 8-K with the U.S. Securities and Exchange Commission containing a summary of terms and conditions of the proposed acquisition. About Interline – Interline Brands, Inc. is a leading distributor and direct marketer with headquarters in Jacksonville, Florida. Interline provides broad-line MRO products to a diversified customer base of facilities maintenance professionals, professional contractors, and specialty distributors primarily throughout North America, Central America and the Caribbean. About GS Capital Partners LP – Since 1986, the Goldman Sachs Merchant Banking Division and its predecessor business areas have raised 16 private equity and principal debt investment funds aggregating over $82 billion of capital (including leverage). GS Capital Partners VI is the current private equity vehicle through which Goldman Sachs conducts its large, privately negotiated, corporate equity investment activities. A global leader in private corporate equity investing, GS Capital Partners is a family of funds with a focus on large, high quality companies with strong management and funding acquisition or expansion across a range of industries and geographies. Founded in 1869, Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. About P2 Capital Partners, LLC – P2 Capital Partners, LLC is a New York-based investment firm that applies a private equity approach to investing in the public market. P2 manages a concentrated portfolio of significant ownership stakes in high quality public companies in which it is an active shareholder focused on creating long-term value in partnership with management. The firm will also lead private equity transactions within its public portfolio. P2’s limited partners include leading public pension funds, corporate pension funds, endowments, foundations, insurance companies, and high net worth investors.


Surfer dude plumbers bring running water to Haiti school

May 28, 2012


Surfer dude plumbers bring running water to Haiti school. After running a long-time plumbing company in Nashville, Tab Hunter was tired of the corporate white glove atmosphere. So when he purchased Pritchard Plumbing in Bradenton in October 2010, he wanted to do something a little different. His first call of action was to paint the company’s fleet like the Mystery Machine in the Scooby Doo cartoons and throw a couple of surf boards on top. Next were the technician uniforms, which now feature mandatory Vans shoes and Hawaiian leis. The rebranding to the Surfin’ Plumbers injected new energy into the company, which has helped it grow all of the way down to the North Port market. But Hunter also was ready to give back, something he says he never really did a good enough job of in Tennessee. About 600 children at a poor Haitian village now have running water because of it. Hunter and the business’ original owner, Tim Pritchard, who still works for the company, installed a free plumbing system for a school during a mission in March to Vignier, Haiti — an area ravished by the 2010 earthquake. “I didn’t really know what to expect, but it was amazing,” Hunter said. “As soon we turned the taps on, all of the children came hovering around to wash their hands and flush the toilets. They had never really been around running water before.” Pritchard had been taking missions to the school for a decade after meeting the preacher and owner at a Christian event. But the need was never greater than after the earthquake, which rocked the school into a pile of rubble. A contractor from Texas donated his time a new steel frame. Pritchard went last year to lay the underground plumbing. He took Hunter and Hunter’s 17-year-old daughter, Carly, back in March to finish the job. Because the village has no electricity, the crew installed a plumbing system that relies on gravity to power the water. The school uses a generator to bring water up the pipes to a 600-gallon tank that’s sitting on a platform about 70 feet above the ground. Once the tank is full, the generator turns off, and gravity pulls the water down to feed the sinks and toilets at the school. It’s a system only the village’s “wealthiest” residents typically can afford. “It was eye opening,” Hunter said. “The [school] is trying to teach proper hygiene because those who haven’t learned will just go on the side of the road or wherever when they have to. … There was one small river where a lady was washing a cooking pan, then several feet down a man was taking bath and then several more feet down a cow was drinking.” The schools serves about 600 children up to the age of 17, also providing one meal a day at least three times a week. It is regarded as one of the better schools in Haiti, where education is a privilege, not a segment of the government. Hunter said the experience was especially rewarding for his daughter, who was awakened by how children in less fortunate countries live — without the luxury of a Starbucks or Dunkin Donuts down the street. Pritchard also said he plans on continuing the missions, which have become almost an annual occurrence for him. “One thing is for sure, you never run out of work in Haiti,” Pritchard said. “There’s plenty that needs to be done.”

News Courtesy A-1 Plumbing Newswire

TOTO Presents Industry’s First Ultra High-Efficiency One-Gallon Per Flush Toilet with State-of-the-Art Double Cyclone Flushing System

May 18, 2012


TOTO introduces 1G – the Industry’s first one gallon per flush (gpf) ultra high-efficiency toilet that offers the company’s state-of-the art Double Cyclone flushing system. The new gravity-fed, two-piece 1G Double Cyclone marries flawless performance and exceptional bowl cleansing action to ultra high-efficiency water-savings, creating a clean, green flushing system that saves money, water, and time. Aimes Freestanding Bathtub Like a cyclone in nature, the Double Cyclone flushing system harnesses the power of water and gravity to create a powerful 1.0 gpf flush engine that maximizes cleaning action as it spins away waste. Double Cyclone features: Two nozzles (instead of rim holes) that use water more efficiently for better rim and bowl cleansing, resulting in less trapped matter and bacteria, which results in less time needed to clean the toilet. A proprietary dual-nozzle water propulsion system that enables more water to be directed to the siphon for a powerful flush that clears the bowl first time, every time. 1G’s bowl and concave rim are coated with SanaGloss, TOTO’s nano-technology glaze that seals its porcelain with an ionized barrier, creating a super-slippery, non-porous surface that repels the matter and bacteria. In short, when protected by SanaGloss, the water that cleanses the 1G’s bowl and rim as the toilet flushes is all that is needed to remove stains, residue, scaling, and lime buildup. Invisible organisms, including bacteria and molds, also are eliminated. Consumers will need fewer harsh detergents, which are expensive and harmful to the environment. The Universal Height 1G Double Cyclone is 17” from base to seat, TOTO’s ergonomic, comfortable height design that facilitates rising from a sitting to standing position and makes this aesthetically-pleasing two-piece toilet ADA-compliant. About TOTO – TOTO is the largest plumbing manufacturer in the world with $5.1 billion dollars in annual sales. To date, TOTO has produced more than 60 million plumbing fixtures. TOTO USA is headquarters for the Americas Division of the TOTO Global Group, which was established in 1917 with the founding of TOTO, Ltd., in Kitakyushu, Japan. Today, this international company maintains 23,500 employees in 69 offices around the world and owns manufacturing facilities in Japan, Mexico, the USA, China and Europe with an affiliated network of more than 80 production facilities worldwide. With over 1,500 engineers on staff and three centers devoted solely to research and development, TOTO is the undisputed global leader in product innovation, precision engineering, high design, and sustainability in products that are designed to meet people’s real world needs. Exemplified in the company’s philosophy – People First Innovation — TOTO offers consumers elegant luxury products that save money and water without sacrificing an ounce of performance and the peace of mind that comes from knowing they purchased a brand that sets the standard for world-class performance, enduring quality, and reliability. Winner of numerous domestic and international awards and recognitions, TOTO is the only plumbing manufacturer honored as Water Efficiency Leader by the Environmental Protection Agency. TOTO continues to raise industry standards and consumer expectations as to what is possible in the bath space, as it connects people with water in ways that enrich the flow of their daily lives.

News Courtesy A-1 Plumbing Newswire


KOHLER Introduces VibrAcoustic Sound Therapy Bath Tub

May 16, 2012


Adding to the wave of its recent technology innovations, Kohler Co., a global leader in kitchen and bath design, introduces VibrAcoustic® technology on all nine models of the Underscore bath tub line. Vibroacoustic is a technology-based sound therapy defined as hearing and feeling sound vibrations through the body. Focused on complete body relaxation, the new Underscore VibrAcoustic baths are engineered to ease tension and stress. Additionally, the quality of the sound system is so good that it can be used as a stand-alone audio solution for the entire bathroom. The bather can stream music and podcasts through the bath from a mobile device via hardwire connection or wirelessly with a Bluetooth®* receiver. The VibrAcoustic technology is controlled by an intuitive full-color touch screen user interface. “KOHLER VibrAcoustic technology truly is a multi-dimensional experience. It’s like going to a rock concert – you can hear and feel the music and vibrations throughout your body,” says Ann Roever, business director for Kohler bathing products. “With four original compositions to choose from and the ability to play your own music, it’s an experience that can fit any mood –relax and unwind or rev up for a busy day or fun night out.” The four experiences are original compositions that integrate music, vibration and lighting in order to encourage the bather’s breathing rate to align with the beats or chord structures. The bather cannot help but drift into deep relaxation. The VibrAcoustic Experience – Four VibrAcoustic experiences envelop the bather in a multi-sensory environment. These original compositions were created in collaboration with a renowned sound therapist and are choreographed uniquely for this bath to optimize the vibroacoustic effect, in which the body is led into a state of complete relaxation. In addition, two massaging beat experiences add even more physical vibration that can be adjusted to the desired level of intensity to personalize the bathing experience. Six transducers producing music/vibrations are strategically placed surrounding the bath allowing the bather to not only hear but also feel the music streaming in from one of the four preset VibrAcoustic experiences. The transducers are located both below the water for the vibration experience and above the water for the audio. A newly designed touch screen user interface allows bathers full control of their experience and the option of listening to a favorite play list from their mobile device, internet radio or home computer by simply plugging your device into the amplifier or streaming wirelessly with your Bluetooth®* receiver. Chromatherapy lighting is synchronized with the four preset VibrAcoustic experiences and will also align itself with the rhythm of outside music. The four lights in the bath cycle through eight different colors and myriad color combinations and patterns. A color dial even allows bathers to choose a particular hue of each color. Underscore Bath Design. The acrylic Underscore bath is available in nine sizes ranging from 60-by-30 inches to 72-by-42 inches, including a 48-by-48-inch cube-shaped model, and is available in five colors with both drop-in and undermount installation to ensure a natural fit with other design elements in the bathroom. The Underscore baths’ simple, crisp design lines perfectly complement granite, stone or tile. Underscore baths feature a slotted overflow that creates a deeper-than-normal soaking experience. In comparison to overflow drains found on traditional baths that are round and positioned lower, limiting the water depth, the large, slotted overflow drain positioned near the Underscore bath rim maximizes the level of water in the bath for a true soaking experience.  About Kohler Co. – Founded in 1873 and headquartered in Kohler, Wis., Kohler Co. is one of America’s oldest and largest privately held companies. Kohler is a global leader in the manufacture of kitchen and bath products, engines and power generation systems, tile and home interiors, and an international host to award-winning hospitality and world-class golf destinations.

News Courtesy A-1 Plumbing Newswire

Boonshoft Museum New Permanent Exhibit Teaches Children about Water Conservation and Stewardship

May 14, 2012

Boonshoft Museum Partners with American Standard and WinWholesale to Bring Water Conservation Exhibit to Life. A new exhibit designed to teach children about the importance of water conservation has opened at the Boonshoft Museum of Discovery in Dayton, Ohio, thanks in large part to a partnership with American Standard and WinWholesale, Inc. Through the interactive “Splash!” exhibit, museum goers of all ages learn about the earth’s water cycle, the impacts that humans have on water access and quality, and about careers — like plumbing, geology and environmental conservation — related to water stewardship. The museum contacted WinWholesale, headquartered in Dayton, about participating in the exhibit. Upon agreeing to take part, WinWholesale contacted American Standard to also partner with the museum. “We were pleased the Boonshoft Museum asked WinWholesale to become involved in the water conservation exhibit in our home town,” said Rick Schwartz, WinWholesale CEO and chairman. “We knew we could count on American Standard Brands, one of our most important product suppliers, to help with the display.” “The goals of this new exhibit perfectly complement our own efforts to promote the importance of water efficiency in homes and in the workplace,” said Jay Gould, president and CEO of American Standard Brands. The eye-catching displays employ familiar plumbing fixtures to help visitors understand how individual actions impact water resources – including aquifers, rivers, and lakes. The product donation from American Standard to the museum included bathroom faucets from the Town Square®, Berwick®, Studio®, Copeland™, and Portsmouth® collections, as well as a Pekoe® semi-professional kitchen faucet. “Increasing awareness about how our individual choices affect and improve water quality is an important mission for American Standard,” Gould emphasized. He pointed to the company’s broad selection of water-saving, high performing WaterSense®-certified faucets and toilets, in addition to the company’s partnership with the Green Education Foundation (GEF) to develop a K-12 curriculum focused on water conservation. Said Diane Farrell, vice president of external relations at the Boonshoft Museum, “We are confident that educating the public about the relationships between healthy water, healthy lives, and healthy economies through this permanent exhibit is an effective way to encourage water conservation. We are pleased to partner with American Standard and WinWholesale to advance this worthy cause.” ABOUT AMERICAN STANDARD BRANDS – American Standard Brands is a leading North American manufacturer of a wide range of high-quality building products, including faucets, fixtures, furniture, vitreous china fixtures, cast iron sinks, whirlpool tubs and other wellness products for the bath and kitchen as well as decorative panels. The company currently offers total project solutions for residential and commercial customers; employs more than 5,000 people in the United States, Canada and Mexico; and markets products under well known and respected brands, such as American Standard®, Jado®, Porcher®, Safety Tubs®, Crane Plumbing®, Eljer®, Fiat® and Decorative Panels International®. American Standard Brands is an affiliated portfolio company of Sun Capital Partners. WaterSense® is a registered trademark of the U.S. Environmental Protection Agency (EPA). ABOUT WINWHOLESALE INC. – WinWholesale Inc. is a leading supplier of domestic and industrial supplies and materials headquartered in Dayton, Ohio. The privately-held company consists of more than 450 wholesaling corporations in which WinWholesale is an equity partner, and also Noland Company, a wholly-owned subsidiary. Noland is a wholesaler with nearly 70 locations mainly in the Southeast. Collectively, WinWholesale is referred to as “The Win Group of Companies.” In the group are companies conducting business-to-business wholesale distribution of plumbing and heating supplies; industrial pipes, valves and fittings; heating, ventilation, air conditioning and refrigeration equipment; electrical equipment; industrial and commercial fastening hardware; waterworks and utility supplies; and domestic, commercial and industrial pumps. ABOUT THE BOONSHOFT MUSEUM – The Boonshoft Museum of Discovery serves approximately 250,000 people per year and is the Miami Valley region’s premier family learning destination.  The 94,000 square foot venue houses the region’s only Planetarium, and the nation’s only public solar observatory.  The Museum is recognized by the prestigious Association of Science Technology Centers; they are accredited by the American Association of Museums and they are an accredited live animal zoo through the Association of Zoos and Aquariums.  In addition, they are recognized by the Association of Children’s Museums, a national network of institutions dedicated to providing interactive learning experiences for youth.

News Courtesy A-1 Plumbing Newswire

Largest Private U.S. Water Utilities Exchange Subsidiaries

May 1, 2012

Aqua America, Inc. has announced  that it has completed the purchase of all of American Water Works Company, Inc. (NYSE: AWK) regulated operations in Ohio and simultaneously sold its regulated operations in New York to American Water. Aqua America is the largest investor-owned water utility in Ohio.  The purchase, for $101 million in cash plus assumed debt of $11 million, yielded Aqua America eight additional water systems and one wastewater system in Ohio, which serve approximately 50,730 water and approximately 6,550 wastewater connections. The systems serve parts of nine counties primarily in central and northeast Ohio. The acquisition increases Aqua Ohio’s customer base by approximately 66 percent and adds approximately $95 million in additional rate base. The transaction is expected to improve operating efficiency at Aqua Ohio as it spreads fixed costs over 57,280 more customers in that state, which should have a positive impact on future rates for customers. In a separate agreement, Aqua America sold its seven New York water systems, which serve approximately 50,520 customers to American Water’s New York subsidiary for approximately $39 million in cash plus assumed debt of $23 million. The New York systems had approximately $46 million of rate base. The sale of Aqua America’s New York operations will conclude its operations in that state. The purchase prices for both the Ohio and New York transactions are subject to certain post-closing adjustments. This is the latest of five successful transactions Aqua America has completed in a one-year period to grow and consolidate its customer base in fewer states, improving its operating efficiency, while pruning assets in areas that do not present those opportunities. Since May 2011, Aqua America has sold its Missouri operations to American Water; purchased American Water’s Texas operations; and sold its Maine operations to Connecticut Water.  “This transaction is the latest and the largest of several acquisitions and purchases we have completed to transform the company by maximizing efficiencies and concentrating our efforts in states where we have critical mass,” said Aqua America Chairman and CEO Nicholas DeBenedictis. “Additionally, Ohio and Texas are energy-rich states with growth opportunities for the water-energy nexus that could have a positive impact on the future of our company.”  DeBenedictis said the company is prepared to take a responsible and active role in what is becoming the next energy boom in Ohio, Pennsylvania, Texas and some other states—natural gas drilling. “Shale drilling for natural gas is a very water-intensive business that can provide an economic boost well into the future if it’s done right environmentally.”  The acquisition of American Water’s Ohio operations and the sale of its New York operations are consistent with Aqua America’s strategy to concentrate its customer portfolio in states that demonstrate a positive regulatory environment, while leveraging greater economies of scale and customer growth opportunities. Priority is given to states that provide a regulatory opportunity for capital investment surcharges and consolidated rates, which help the company to maintain water quality and reliable service for its customers.  Aqua America is one of the largest U.S.-based, publicly-traded water utilities and serves almost 3 million residents in Pennsylvania, Ohio, Illinois, Texas, New Jersey, Indiana, Virginia, Florida, North Carolina, and Georgia. Aqua America is listed on the New York Stock Exchange under the ticker symbol WTR.  This release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 that address, among other things, the size of the transactions, the effect of the acquisition of the Ohio operations and other transactions on the Company and the anticipated benefits of these transactions, the Company’s strategy to focus its growth efforts in certain states, and the potential efficiencies from focusing on those states and potential business opportunities in those states. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: the risk that the acquired company’s business will not be successfully integrated; the costs related to the transaction; the risk that anticipated benefits will not be obtained or will not be obtained within the time anticipated; and other key factors that we have indicated could adversely affect our business and financial performance discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which is on file with the Securities and Exchange Commission. Neither Aqua America nor American Water is under any obligation (and each expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.

News Courtesy A-1 Plumbing Newswire