Toronto, Ontario (August 6, 2020) – Clairvest Group Inc. (TSX: CVG) today announced that NovaSource Power Services (“NovaSource” or “the Company”), a portfolio company of Clairvest Group Inc. and Clairvest Equity Partners VI (together, “Clairvest”), entered into an agreement with First Solar, Inc. (NASDAQ: FSLR) to acquire First Solar’s North American operations and maintenance business. The transaction will be funded through a combination of third-party term debt and equity from Clairvest. The proposed transaction is subject to customary closing conditions, including obtaining various consents and regulatory approvals. There can be no assurance that the transaction will be consummated.
Toronto, Ontario (July 15, 2020) – Clairvest Group Inc. (TSX: CVG) today announced that Digital Media Solutions Holdings, LLC, a portfolio company of Clairvest Group Inc. (“Clairvest”), and Clairvest Equity Partners V ( “CEP V”), completed the previously announced business combination with Leo Holdings Corp. (NYSE: LHC) (“Leo”), a publicly-traded special purpose acquisition company. Upon completion of the business combination, Leo changed its name to Digital Media Solutions, Inc. (“DMS”), and its Class A common stock and warrants are expected to begin trading on the New York Stock Exchange (NYSE) under the ticker symbol “DMS” and “DMS WS” respectively, commencing on July 16, 2020.
Upon the completion of the transaction, Clairvest and CEP V will receive cash proceeds totaling approximately US$7.9 million and US$18.5 million respectively and will own 6,058,016 and 14,135,371 Class A common stock of DMS on an as-converted and as-redeemed basis, respectively, which in aggregate represents approximately 34.7% of total outstanding shares of DMS. Clairvest and CEP V will also own 276,653 and 645,524 warrants respectively. Clairvest and CEP V are subject to a 6-month hold period on their DMS shares and have customary registration rights and would expect any sale of such shares to be conducted pursuant to a resale prospectus. The warrants have an exercise price of USD$11.50 per warrant and are not exercisable for 30 days after closing of the transaction.
Combined with cash proceeds received to date, after this transaction, Clairvest will have realized cash proceeds equal to 3.5x its investment in DMS.
Toronto, Ontario (June 17, 2020) – Clairvest Group Inc. (TSX: CVG) (“CVG”) today announced that it, together with Clairvest Equity Partners VI (“CEP VI”) (together “Clairvest”), made its seventh investment in the waste management industry with an equity investment in Arrowhead Environmental Partners (“Arrowhead”, or “the Company”).
Arrowhead is a growing non-hazardous solid waste management company that provides disposal services to key U.S. Northeast markets through its waste-by-rail infrastructure. The Company owns and leases unique and well-placed disposal infrastructure assets to provide waste-by-rail disposal solutions to solid waste management companies located in the northern New Jersey / New York City market and the eastern Massachusetts market. This investment builds on Clairvest’s 15-year successful investment track record in the environmental services industry and represents an exciting opportunity to support the growth strategy and vision of the Company’s founders and management with equity capital.
“We are thrilled with the opportunity to back Arrowhead’s operating partners: William Gay, James Francesco and Robert Berns. Each brings extensive experience and expertise in the solid waste management industry and specifically, waste-by-rail. This talented team have assembled an exceptional asset base, and possess the experience and vision to lead Arrowhead forward as it grows into an important player serving the solid waste management industry, particularly in the U.S. Northeast”, said Michael Castellarin, Managing Director at Clairvest and head of the Waste Management practice.
“Arrowhead has many exciting growth opportunities in front of it. Clairvest’s investment provides us with the financial flexibility to capitalize on our unique market position and take Arrowhead to new heights. Clairvest’s style and culture are a great fit for our team and they bring a wealth of relevant industry knowledge and experience helping entrepreneurs build great companies. They share our vision for the future and will be a valuable resource to our team,” said William Gay, CEO of Arrowhead.
Arrowhead is Clairvest’s 7th investment in the waste management sector, 59th platform investment and the third investment by CEP VI. The Clairvest / CEP VI co-investment pool is capitalized at US$850 million and focuses on equity investments in growth companies.
Toronto, Ontario (May 14, 2020) – Clairvest Group Inc. (TSX: CVG) (“CVG”) today announced that it, together with Clairvest Equity Partners VI (“CEP VI”) (together “Clairvest”), acquired the solar operations and maintenance (“O&M”) business of SunPower Corporation (NASDAQ: SPWR). Upon closing the business will be renamed NovaSource Power Services (“NovaSource” or the “Company”).
NovaSource is a recognized O&M leader in commercial, industrial and utility scale solar projects. The transaction is part of Clairvest’s multi-year pursuit to create a market leading solar O&M platform through a ‘buy and build’ strategy. Clairvest is supporting the current leadership team of SunPower’s O&M division in a management buy-out, with the management team becoming material shareholders going forward. The SunPower O&M business, which will become NovaSource, is recognized as the market leader in terms of quality of service and capability and oversees some of the most high profile solar projects in the United States. NovaSource operates in nine countries today.
“We are excited to increase our involvement in the solar power industry. Our partners at NovaSource are invested and highly experienced industry executives, eager to lead the Company through its next phase of growth. We believe that NovaSource will strengthen its position as the leading global solar O&M provider of scale in the coming years, serving the most sophisticated customers in the world as a preferred provider. We are grateful to have had the opportunity to work with SunPower, who built this great business, and look forward to a continuing relationship with them”, said Ken Rotman, CEO of Clairvest.
“NovaSource can capitalize on our industry’s tail winds and the expected growth of installed solar assets over the next ten to fifteen years. We are already recognized as the quality leader in our industry, and with Clairvest, we will continue to invest in our platform to further enhance our capabilities, reach, and service levels and expand on that lead to continue to exceed our customers’ expectations. We are pleased to work with Clairvest given their alignment with our mission and their successful track record of helping build industry leading companies,” said Jack Bennett, CEO of NovaSource.
Marathon Capital acted as the exclusive advisor to SunPower on this transaction.
“SunPower has built an impressive global services business that has faithfully served many solar clients both domestically and abroad. We look forward to seeing the evolution and continued growth of NovaSource for years to come and were proud to be a part of this process,” said David Kirkpatrick, Director & Co-head of the West Coast Office of Marathon Capital.
NovaSource is Clairvest’s 3rd investment in the solar energy sector, 57th platform investment and the second investment by CEP VI. The Clairvest / CEP VI co-investment pool is capitalized at US$850 million and focuses on equity investments in growth companies.
Toronto, Ontario (April 23, 2020) – Clairvest Group Inc. (TSX: CVG) today announced that Digital Media Solutions Holdings, LLC (“DMS”), a portfolio company of Clairvest Group Inc. and Clairvest Equity Partners V (collectively, “Clairvest”), has entered into an agreement to combine with Leo Holdings Corp. (NYSE: LHC) (“Leo”), a publicly traded special purpose acquisition company.
Immediately following the closing of the proposed transaction, Leo intends to change its name to Digital Media Solutions, Inc. (“New DMS”). The current DMS executive management team will continue to lead New DMS, which is expected to trade on the New York Stock Exchange.
Should the transaction close on contemplated terms, Clairvest will receive cash proceeds in the transaction but will also retain a significant continuing equity interest in New DMS. Clairvest’s percentage ownership is dependent upon the number of Leo Class A ordinary shares that are redeemed by Leo’s public shareholders in connection with the proposed transaction. Clairvest will continue to have representation on the New DMS board of directors.
Clairvest’s and the DMS management team’s obligation to consummate the transaction is subject to, among other things, the delivery by Leo of a minimum cash amount. There can be no assurance that the transaction will be consummated.
Toronto, Ontario (March 2, 2020) – Clairvest Group Inc. (TSX: CVG) (“CVG”) today announced that it, together with Clairvest Equity Partners V (“CEP V”) (together “Clairvest”), entered the U.S. Dental industry by acquiring a 50% interest in The Childsmiles Group LLC (“Childsmiles”, or “the Company”) to be equal partners with the Company’s founders in Childsmiles’ next phase of growth.
Childsmiles was founded in 2008 by Drs. Michael Skolnick, Orthodontist, and Brooke Skolnick, Board Certified Pediatric Dentist, as a multi-specialty dental practice providing families with access to high quality oral health care regardless of means. The Company expanded its footprint to five practices across New Jersey employing a passionate team of over 250 staff. Clairvest’s partnership with Childsmiles will support the Company’s continued expansion.
“We are excited to partner with the talented management team at Childsmiles. Over the past 2 years, we have reviewed dozens of opportunities in the dental services domain and have been deeply impressed with the Company’s culture and ability to deliver high quality dental services through a scalable and cost-effective model. We have high confidence in our partners’ ability to execute on a successful expansion plan and look forward to supporting them in whatever manner we can to ensure their success”, said Michael Wagman, President and Managing Director of Clairvest Group.
“Clairvest has a proven track record of helping build great companies and we are excited to have them join our team. We were looking for a partner-oriented equity investor like Clairvest to support our growth plan. Childsmiles has a unique patient centric culture that will help ensure we can scale effectively while maintaining an exceptional level of service to the families and children we look after,” said Michael Skolnick, CEO of Childsmiles.
Childsmiles is Clairvest’s 56th platform investment and the 12th investment by CEP V. The Clairvest / CEP V co-investment pool is capitalized at $600 million and focuses on equity investments in growth companies.
Toronto, Ontario (March 2, 2020) – Clairvest Group Inc. (TSX: CVG) today announced that the Toronto Stock Exchange has accepted a notice filed by Clairvest of its intention to make a new normal course issuer bid (“NCIB”). Clairvest’s current NCIB expires on March 6, 2020. The notice provides that the Corporation may, during the 12-month period commencing March 7, 2020 and ending March 6, 2021, purchase on The Toronto Stock Exchange up to 759,984 common shares in total, being approximately 5% of the outstanding common shares. The average daily trading volume for the six months ending February 28, 2020 was 651 common shares. Daily purchases will be limited to 1,000 common shares, other than block purchase exceptions. Any shares purchased will be cancelled. The price which the Corporation will pay for any such shares will be the market price at the time of acquisition. The actual number of common shares which may be purchased and the timing of any such purchases will be determined by the Corporation. In total 3,591,532 common shares at a cost of approximately $41 million have been purchased under previous normal course issuer bids. The Corporation purchased 44,294 common shares on the Toronto Stock Exchange, out of an approved maximum repurchase amount of 760,747 under its current bid within the last twelve months at a weighted average price of $50.95 per share. There were 15,199,697 common shares of the Corporation outstanding on February 28, 2020.
The Corporation believes, depending upon future price movements and other factors, that its outstanding common shares may represent an attractive investment and a desirable use of a portion of its available funds.
Clairvest also announced today that, in connection with its NCIB, Clairvest has renewed its automatic share purchase plan (the “ASPP”) with a designated broker to allow for the purchase of its common shares under the NCIB, once effective, at times when Clairvest normally would not be active in the market due to applicable regulatory restrictions or internal trading black-out periods. Before the commencement of any internal trading black-out period, Clairvest may, but is not required to, instruct its designated broker to make purchases of Clairvest’s common shares under the NCIB during the ensuing black-out period in accordance with the terms of the ASPP. Such purchases will be determined by the broker in its sole discretion based on parameters established by Clairvest prior to commencement of the applicable black-out period in accordance with the terms of the ASPP and applicable TSX rules. Outside of these black-out periods, common shares will be purchasable by Clairvest at its discretion under its NCIB, once effective.
The ASPP will commence on the effective date of the NCIB and will terminate on the earliest of the date on which: (a) the maximum annual purchase limit under the NCIB has been reached; (b) the NCIB expires; or (c) Clairvest terminates the ASPP in accordance with its terms. The ASPP constitutes an “automatic securities purchase plan” under applicable Canadian securities laws.
Toronto, Ontario (February 6, 2020) – Clairvest Group Inc. (TSX: CVG) today announced that Digital Media Solutions LLC (“DMS”), a portfolio company of Clairvest Group Inc. and Clairvest Equity Partners V (collectively, “Clairvest”), has signed a term sheet with Leo Holdings Corp. (NYSE: LHC) (“Leo”) for a proposed business combination. Clairvest refers its investors to the news release issued by Leo today. Clairvest is supportive of its management partners at DMS and the entering into of the term sheet for the proposed transaction. The transaction remains subject to mutual satisfaction with definitive documentation (which will include a customary condition with respect to Leo redemptions) and the approvals of the various parties including the shareholders of Leo, and the board of directors of each of DMS and Clairvest. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.
Toronto, Ontario (January 20, 2020) – Clairvest Group Inc. (TSX: CVG) (“CVG”) today announced that it, together with Clairvest Equity Partners V (“CEP V”) (together “Clairvest”), led a US$32 million minority growth equity financing in DTG Recycle (“DTG” or the “Company”) in partnership with existing shareholders. CVG’s portion of the investment in DTG is US$8.7 million.
DTG is a leading waste hauling and recycling company with operations concentrated in the greater Seattle-Tacoma area of Washington State. The Company focuses on the collection, recycling and beneficial re-use of material from commercial, construction and industrial customers. Clairvest is partnering with Dan Guimont, the Company’s Founder and President, and Tom Vaughn, CEO, to continue DTG’s impressive expansion. This investment builds on Clairvest’s 14-year investment track record in the environmental services industry.
“We are excited to back the talented management team at DTG. We have been impressed by the Company’s commanding market position and its ability to deliver innovative and sustainable waste solutions to customers. We look forward to supporting Dan, Tom and the team to advance DTG’s ambitious growth plan. We are confident DTG will become a leading integrated waste management and recycling company in the Pacific Northwest,” said Adrian Pasricha, Partner at Clairvest Group.
“Clairvest’s partnership-focused investment style is the right fit for me and my team. DTG is about to embark on our next bold chapter of growth, and we are excited to have the support of investors with deep experience in building great companies. Clairvest’s understanding of our business and the environmental services industry makes them a great addition to our team as we further enable our clients to meet their sustainability goals by expanding into new service lines, such as the commercialization of products from recycled materials,” said Dan Guimont, Founder of DTG.
DTG is Clairvest’s 55th platform investment and the 11th investment by CEP V. The Clairvest / CEP V co-investment pool is capitalized at $600 million and focuses on equity investments in growth companies.
Toronto, Ontario (January 2, 2020) – Clairvest Group Inc. (TSX: CVG) (“CVG”), today announced that it and Clairvest Equity Partners IV (collectively “Clairvest”), and our management shareholder partners have completed the sale of 100% of the interests in County Waste of Virginia (“County Waste” or the “Company”) to GFL Environmental Inc.
County Waste is a private regional solid waste collection company that provides residential, commercial, industrial, and C&D waste collection, disposal and recycling services in the Virginia and Pennsylvania regions. At closing, Clairvest realized a multiple of capital of 3.6x and an IRR of 30% on its US$48 million investment before considering a deferred contingent payment that is based on achieving certain corporate milestones. The contingent payment, if earned, would bring the aggregate return on Clairvest’s investment to 4.6x.
At closing, CVG’s sale proceeds were US$46 million, compared to its US$13 million investment in County Waste and a US$28 million carrying value as at September 30, 2019.
Clairvest made its initial investment in County Waste in 2013 following a prior partnership with the Company’s management at Hudson Valley Waste Inc; a successful investment Clairvest exited in 2011 that generated a 2.0x multiple of capital and an IRR of 88%.
Since 2013, County Waste successfully executed an aggressive acquisition program and completed over 60 follow-on acquisitions, growing revenue by over 400% and expanding market share across its core markets.
“For a second time, we are incredibly proud to have partnered with County Waste’s majority equity holder and CEO, Scott Earl, and to have worked alongside Jerry Cifor, a key advisor and board member to the Company. Under their leadership, County Waste grew to become an undeniable leader in the Virginia and Pennsylvania markets. It is a privilege to be an investor in a Company led by Scott, one of the most talented entrepreneurs in the waste management industry, and to work with Jerry Cifor, a trusted long time advisor to Scott and Clairvest”, said Michael Castellarin, Managing Director at Clairvest.
“Clairvest brings a unique approach to private equity and I am glad that I decided to partner with them for the second time. They are true partners, focused on supporting entrepreneurs and helping build valuable companies. Their support and focus on our Company’s needs helped us generate strong results,” said Scott Earl, CEO of County Waste of Virginia.
“Michael Castellarin, Adrian Pasricha and the team at Clairvest really understand our industry,” said Jerry Cifor. “They contributed to County Waste’s success bringing resources, analysis and complementary insights that helped us achieve tremendous growth. Most importantly, they supported us through some challenging times, and that’s the mark of a true partner” added Mr. Cifor.