TRC Completes Merger With Affiliates of New Mountain Capital
June 21 2017 - 1:43PM
TRC Companies, Inc. (NYSE:TRR) (“TRC”), a recognized leader in
engineering, environmental consulting and construction-management
services, today announced it has completed the previously announced
merger with affiliates of New Mountain Partners IV, L.P. (“NMC”),
an investment fund managed by New Mountain Capital, L.L.C. As a
result of the transaction, NMC acquired TRC for $17.55 per share in
cash. TRC shares will be delisted from the NYSE and will no longer
be publicly traded.
“The completion of this transaction marks the
beginning of a new chapter for TRC and is an important step in
executing on our long-term growth strategy,” said TRC Chairman and
Chief Executive Officer Chris Vincze. “There is an immense need for
creative thinking to help solve some of the world’s toughest
infrastructure and energy challenges and, with NMC’s partnership,
TRC is well-positioned to do just that. NMC’s financial strength
and strategic relationships will help us strengthen our commitment
to our clients, increase professional opportunities for our staff
and accelerate our culture of innovation — all with the intent of
building a more valuable company.”
Houlihan Lokey Capital, Inc. acted as financial
advisor to TRC and Covington & Burling LLP acted as legal
advisor to TRC.
Barclays Capital Inc. and UBS Securities LLC
acted as M&A advisors to NMC and Kirkland & Ellis LLP acted
as legal advisor to NMC. NMC also received M&A and industry
advice from EFCG (Environmental Financial Consulting Group).
About TRC
A pioneer in groundbreaking scientific and
engineering developments since the 1960s, TRC
(www.TRCsolutions.com) is a national engineering, environmental
consulting and construction management firm that provides
integrated services to the power, environmental, infrastructure and
oil and gas markets. TRC serves a broad range of commercial,
industrial and government clients, implementing complex projects
from initial concept to delivery and operation. TRC delivers
results that enable clients to achieve success in a complex and
changing world. Follow us on Twitter at @TRC_Companies and on
LinkedIn.
About New Mountain Capital
New Mountain Capital is a New York-based
investment firm that emphasizes business building and growth,
rather than debt, as it pursues long-term capital appreciation. The
firm currently manages private equity, public equity and credit
funds with approximately $15 billion in aggregate capital
commitments. New Mountain Capital seeks out what it believes to be
the highest-quality growth leaders in carefully selected industry
sectors and then works intensively with management to build the
value of these companies. For more information on New Mountain
Capital, please visit www.newmountaincapital.com.
Forward-Looking Statements
Certain statements in this press release may be
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 with respect to the business combination among certain
affiliates of NMC and TRC, including statements regarding the
benefits of the transaction. Readers can generally identify these
statements by forward-looking words such as “will,” “may,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” or
other words of similar import. Readers should consider statements
that contain these words carefully because they discuss TRC's
future expectations or state other “forward-looking” information.
There may be events in the future that TRC is not able to
accurately predict or control and that may cause its actual results
to differ materially from the expectations described in its
forward-looking statements. Readers are cautioned that all
forward-looking statements involve risks and uncertainties, and
actual results may differ materially from those discussed as a
result of various factors, including, but not limited to, (i) the
effect of the transaction on TRC's business relationships,
operating results, and business generally, (ii) risks that the
transaction disrupts current plans and operations of TRC and
potential difficulties in TRC's employee retention as a result of
the transaction, and (iii) the ability of NMC to implement its
plans, forecasts, and other expectations with respect to TRC's
business and realize additional opportunities for growth and
innovation. In addition, please refer to TRC's reports filed with
the U.S. Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended June 30, 2016 and
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. These filings identify and address other important risks
and uncertainties that could cause events and results to differ
materially from those contained in the forward-looking statements
set forth in this communication. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and TRC assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Company Contact:
Nicole Collins
(978) 656-3594
NCollins@trcsolutions.com
Investor Contact:
Sharon Merrill Associates
(617) 542-5300
trr@investorrelations.com
New Mountain Contact:
Dana Gorman
Abernathy MacGregor
(212) 371-5999
dtg@abmac.com
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