Equity Firm Wraps up Varsity Brands Acquisition

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An East Coast private equity firm has completed the acquisition of the parent company of Indianapolis-based Herff Jones Inc. Charlesbank Capital Partners' deal is reported to be worth about $1.5 billion. December 15, 2014

News Release

INDIANAPOLIS, Ind. and MEMPHIS, Tenn. and DALLAS, Tex. - Varsity Brands, a dynamic portfolio of brands that promote student participation while celebrating academic and athletic achievement, today announced that it has completed its previously announced acquisition by an investment group led by Charlesbank Capital Partners, a leading private equity firm.

Jeff Webb, Varsity Brands' Chairman and Chief Executive Officer, stated, "The entire Varsity Brands team is united as never before to ensure we inspire and champion greater self-confidence and camaraderie for students across the country. With a committed and experienced financial partner like Charlesbank at our side, our ability to deliver on this promise is sure to be enhanced. We now look forward to exciting new initiatives that affirm our unique status as the single source for our customers' sport, spirit, and achievement needs."

"On behalf of Charlesbank and our co-lead investor, Partners Group, we are very pleased to have completed the Varsity Brands' transaction," added Brandon White, Managing Director at Charlesbank Capital Partners. "The acquisition builds on Charlesbank's track record in the education and consumer markets, and is consistent with our focus on middle-market opportunities that present compelling investment returns with carefully controlled risk. Jeff and the Varsity senior team have built a unique platform with multiple avenues for growth, and we share their enthusiasm for the many opportunities ahead."

With combined sales in excess of $1.2 billion, Varsity Brands' three businesses – Herff Jones, Varsity Spirit and BSN SPORTS – include the largest "K-through-College" sales force, with more than 1,000 sales professionals dedicated to providing products and services to the school and institutional markets. With customizable products and programs, including yearbooks and graduation products, cheerleading uniforms, camps and competitions, and sports apparel and equipment, the three businesses serve the full spectrum of schools as well as sports teams and other organizations.

Jefferies LLC served as lead financial advisor to the company and the Board of Directors, with Stout Risius Ross providing related advisory services. Barnes & Thornburg LLP served as the company's lead legal counsel. K&L Gates LLP and McGlinchey Stafford also served as legal advisors. Krieg DeVault LLP provided legal counsel to GreatBanc Trust Company.

Charlesbank and Partners Group were represented by Goodwin Procter LLP and Greenburg Traurig LP as legal counsel. Goldman Sachs Bank USA, Barclays, Ares Capital Corporation and Crescent Mezzanine provided debt financing commitments for the transaction, and Goldman Sachs & Co. and Barclays also served as M&A advisors to Charlesbank.

About Varsity Brands

With a mission to inspire achievement and create memorable experiences for young people, Varsity Brands elevates the student experience, promotes participation, and celebrates achievement through three unique businesses: Herff Jones, a Varsity Achievement Brand; BSN SPORTS, a Varsity Sport Brand; and Varsity Spirit. Together, these assets promote personal, school, and community pride through their customizable products and programs to elementary and middle schools, high schools, and colleges and universities, as well as church organizations, professional and collegiate sports teams, and corporations. With over 4,600 dedicated employees and independent representatives, Varsity Brands reaches its individual and institutional customers each year via catalog, telesales, e-commerce sites, and direct sales channels. For more information about Varsity Brands, please visit www.varsitybrands.com.

About Charlesbank Capital Partners

Based in Boston and New York, Charlesbank Capital Partners is a middle-market private equity investment firm managing more than $3 billion of capital. Charlesbank focuses on management-led buyouts and growth capital financings. The firm seeks to partner with strong management teams to build companies with sustainable competitive advantage and excellent prospects for growth. For more information, visit www.charlesbank.com.

About Partners Group

Partners Group (SIX: PGHN) is a global private markets investment management firm with over $42 billion in investment programs under management in private equity, private real estate, private infrastructure and private debt. The firm is headquartered in Zug, Switzerland, and has over 700 professionals across 18 offices around the globe. For more information, visit www.partnersgroup.com.

Source: Varsity Brands