STJ advises TDR Capital and Management on the sale of Modulaire Group to Brookfield Business Partners
2021
We are pleased to announce that STJ Advisors acted as independent exit advisor to TDR Capital and Management on the sale of Modulaire Group, Europe and Asia Pacific’s leading infrastructure services company specialising in modular services, to Brookfield Business Partners.
Following an ambitious timeline for a triple-track process, involving the investigation of various exit routes including a sale, IPO and potential de-SPAC, STJ advised both Management and TDR Capital on all key aspects of the various tracks, acting as the overarching exit advisor and providing independent advice across the tracks to optimise the process and value for Modulaire and its shareholder. STJ’s advice provided the company with a transparent process and price discovery mechanism that allowed a proper and independent assessment of the relative attractiveness of each track for TDR to optimise value and enable a full exit if possible.
This transaction ends a 17-year tenure of Modulaire for TDR. The deal represents one of the largest private equity deals in Europe so far this year and is the largest ever transaction for Brookfield in Europe.
STJ worked with the Management team and TDR to design a competitive process across tracks using various combinations of banks to maximise competition and deliver best value for each alternative. Our advice included:
- Setting the incentivisation levels across tracks to maximise tension and ensure bank accountability on each track
- Crafting and managing an investment case and Reason to Buy Modulaire across all three tracks to promote the company’s outstanding track-record and financial characteristics combining the holy grail for investors; quality, growth and returns
- Establishing a process to deliver transparency around price and potential demand/size
- Advising on financing options and negotiations across tracks to optimise value
- Managing a competitive bidding process on the M&A track alongside the advisory banks to deliver best value to all stakeholders
This advisory mandate represents STJ’s largest private advisory mandate resulting in a sale in a private process and further establishes STJ’s track-record as the independent exit advisor in Europe.
