Deal Briefs –

The Carlyle Group announced that it has signed a definitive agreement to acquire John Maneely Company (JMC), the parent of Wheatland Tube Company, a manufacturer of steel pipe and tubular products, and Seminole Tubular Products Company, a manufacturer of plumbing and electrical fittings. The transaction is expected to close in the first quarter of 2006.

Panolam Industries International, Inc., a maker of decorative laminate panels, finalized its acquisition of all the outstanding equity securities of Nevamar Holdco, LLC, the parent of Nevamar Company, LLC, a leading manufacturer of decorative surface products. Panolam is a portfolio company of private equity firms Genstar Capital, LLC and The Sterling Group, L.P. Genstar Capital and The Sterling Group finalized their acquisition of Panolam on Sept. 30, 2005.

A consortium of global private equity firms consisting of Bain Capital Partners LLC, The Carlyle Group and Thomas H. Lee Partners LP today completed the acquisition of Dunkin’ Brands Inc. from Pernod Ricard SA for $2.425 billion in cash. Dunkin’ Brands announced on Dec.12, 2005 that it had reached a definitive agreement to be acquired by the consortium. Jon L. Luther, Chief Executive Officer of Dunkin’ Brands, has been appointed Chairman of the newly formed Board of Directors, and Will Kussell, Chief Operating Officer of the company, will also serve on the Board. Bain Capital, The Carlyle Group and Thomas H. Lee Partners will each have three board seats.

European Capital, S.A. SICAR has invested ?22.5 million in the mezzanine facility of Alma Consulting Group (“Alma”), the leading French provider of tax recovery and cost reduction services for companies. European Capital will be Agent of the mezzanine facility and will have a Board observer seat. Alma management and employees retain significant equity investments.

Officials at EDG Partners, LLC, a private equity firm focused on the healthcare industry, announced the acquisition of Regency Hospice, an Atlanta, Georgia-based provider of hospice services. EDG sponsored the transaction with equity provided by EDG, Enhanced Equity Fund, LP and BH1 Investments, Inc.

3i Group is sponsoring a GBP111 million management buyout of Chorion PLC, a U.K.-based owner of classic literary-based brands and content. The deal includes GBP79.8 million from 3i, GBP7.4 million from company management and GBP23.8 million in debt.

Activa Capital has sponsored a management buyout of Logitrade, a France-based procurement externalization business for non-strategic industrial purchases. The deal included debt underwritten by BNP Paribas.

Actix Ltd., a U.K.-based provider of wireless performance engineering solutions has acquired Radioplan GmbH, a Dresden, Germany-based provider of automated network optimization software. Summit Partners last year acquired a majority stake in Actix for approximately GBP40.6 million.

Allied Capital Corp. (NYSE: ALD) has paid $99.2 million to acquire ChemPro Inc., a provider of branded and private-label heavy-duty household cleaning products. ChemPro will be merged with existing Allied Capital portfolio company ReDox Brands. The $99.2 million included common equity, senior notes and subordinated notes.

Altus Capital Partners has sponsored a management buyout of Water Technology Division Inc., a Knoxville, Tenn.-based provider of water purification and heat transfer solutions to the military, pharma, energy and bottled water industries. Aqua-Chem Inc. was the seller.

Apax Partners has received European Commission approval for its proposed $1.6 billion acquisition of Tommy Hilfiger Corp. (NYSE: TOM).

Apax Partners reportedly is planning a GBP300 million bid for publicly-traded UK department store group House of Fraser. The company’s shares rose 4%, valuing it at GBP278 million.

Apollo Management has completed its $975 million acquisition of Tyco International’s (NYSE: TYC) Plastics and Adhesives business. The newly-private company has been renamed Covalence Specialty Materials Inc., and has named Terry Sutter, former president of the predecessor business, as its president and CEO. Marvin Schlanger, former CEO of Arco Chemical and Resolution Performance Products, has been named chairman.

Axia Health Management, a Tempe, Ariz.-based provider of preventative health programs, has acquired Harris HealthTrends Inc., a Toledo, Ohiobased provider of personalized health management services. Axia is a portfolio company of Nautic Partners.

Ball Corp. (NYSE: BLL) has agreed to acquire the U.S. and Argentinean operations of U.S. Can Corp., a Lombard, Ill.-based maker of steel and aluminum cans. The deal is valued at approximately $595 million, including 1.1 million shares of Ball common stock and repayment of approximately $550 million in U.S. Can debt. U.S. Can shareholders like Berkshire Partners will retain the company’s European business.

Barclays Private Equity has sponsored a management buyout of Waste Recycling Ltd., a UK-based metal recycling business. No financial terms were disclosed, althoughreportsplace the overall enterprise value at around GBP100 million.

BC Partners has received European Commission approval to buy a 51% stake in Hyatt Regency Hotels and Tourism SA from Hellenic Casinos Co. for approximately e476 million (or e11 per share).

The Blackstone Group has agreed to acquire MeriStar Hospitality Corp. (NYSE: MHX), a Bethesda, Md.based hotel REIT, for approximately $2.6 billion. Acquisition financing is being provided by Bear Stearns, Bank of America and Merrill Lynch. Lehman Brothers advised MeriStar on the deal.

Canon Communications LLC of Los Angeles has agreed to acquire Octo Media Ltd., a London-based trade magazine publisher and event organizer. Canon is owned by Apprise Media LLC, a platform acquisition company backed by Spectrum Equity Investors.

Cerberus Capital Management and Citigroup Venture Capital have emerged as leading bidders for General Motors Acceptance Corp. (GMAC), according to reports. An alternate team is KKR and Wachovia Corp., but the report says that Cerberus/Citigroup is getting most of GM’s attention. The deal is expected to be valued at approximately $11.5 billion.

Change Capital Partners has agreed to acquire Jil Sander Group from Prada Group SpA for an undisclosed amount. Jil Sander is a woman’s fashion brand founded in Germany in 1975 and acquired by Prada in 1999.

Charter Communications (Nasdaq: CHTR) has agreed to sell certain cable television systems in Virginia and West Virginia to Cebridge Acquisition Co., a St. Louis-based cable operator controlled by Goldman Sachs Capital Partners and Oaktree Capital Management. Charter also agreed to sell certain Southern Illinois and Kentucky systems to New Wave Communications. Combined, the two deals are valued at approximately $896 million.

The Compass Group has formed Anodyne Medical Devices, a Los Angeles-based acquisition platform focused on manufacturers of medical support surfaces. In conjunction with the launch, Compass announced that it recently acquired both Corona, Calif.-based AMF Support Surfaces Inc. and Coral Springs, Fla.-based SenTech Medical Surfaces Inc.

Compass Group PLC has narrowed down the bidders for its Select Service Partner unit, according to Indian newspaper MF. The bidders are Macquarie, PAI, CVC and Terra Firma, now that Autogrill SpA has been eliminated. All of the remaining bidders have offered more than GBP1.3 billion.

Dave & Buster’s Inc. (NYSE: DAB) shareholders have approved a proposed $18.05 per share buyout by Wellspring Capital Management. The deal is expected to close on Mar. 8.

DSI Holding Company Inc. of Nashville, Tenn. has agreed to acquire over 100 dialysis clinics from European Capital.

Energy Investors Funds has acquired a 74% stake in Tenaska Washington Partners LP, a nominal 270 megawatt natural gas and oil-cogeneration facility located near Ferndale, Washington. Tenaska sells all of its electrical capacity and energy to Puget Sound Energy Inc., and its steam to the adjacent ConocoPhillips refinery.

Enterasys Networks Inc. (NYSE: ETS) shareholders have approved a $13.92 per share buyout offer from The Gores Group and Tennenbaum Capital Partners. The entire deal is valued at approximately $396 million.

Epsilon, a subsidiary of Alliance Data Systems Corp. (NYSE: ADS), has agreed to acquire DoubleClick Email Solutions from DoubleClick Inc. for approximately $90 million. DoubleClick was acquired last year in a $1.1 billion public-to-private buyout led by Hellman & Friedman.

Esporta Group Ltd., a U.K.-based gym operator, has completed a GBP306.2 million recapitalization. The deal provides some liquidity for Duke Street Capital, which sponsored a GBP230 million public-to-private buyout of Esporta in July 2002, and also will provide capital flexibility for Esporta to bid on rival Next Generation Clubs Ltd. Bank of Scotland provided the recap’s debt financing.

Flagstone Reinsurance Holdings Ltd., a Bermuda-based reinsurer, has completed its initial capitalization with more than $715 million co-led by Lehman Brothers Merchant Banking and Lightyear Capital. The entire $715 million is equity financing.

FXall, an electronic foreign exchange trading platform, is in talks to sell a minority stake to private equity firms, according to reports. The company currently is owned by 17 banks, and has retained Goldman Sachs.

GTCR Golder Rauner has committed $200 million to Golden Gate Logistics LLC, a Palo Alto, Calif.-based acquisition platform focused on logistics companies. It is being done in partnership with former Menlo Worldwide executives John Williford, John Rocheleau and Ed Feitzinger.

GTCR Golder Rauner has completed its acquisition of EK Success Ltd., a Clifton, N.J.based provider of scrap-booking and paper-based craft products. Dresdner Kleinwort Wasserstein will underwrite the debt financing.

Kohlberg Kravis Roberts & Co. and CVC Capital Partners have received European Commission approval for their proposed e1.4 billion acquisition of Afvalverwerking Rijnmond, a Dutch waste management company.

Kohlberg Kravis Roberts & Co., Goldman Sachs Capital Partners and Five Mile Capital Partners are working to increase their stake in GMAC Commercial Holding, according to reports. The firms purchased a combined 60% last year.

Kohlberg Kravis Roberts & Co. and CVC Capital Partners are considering an offer for Dutch conglomerate Stork NV, according to reports. The publicly-listed company is valued at around e1.6 billion, and has retained ABN Amro to manage the auction.

Innovative Concepts in Entertainment Inc., a Buffalo, N.Y.-based provider of coin-operated amusement games, has completed a recapitalization. Equity participants included MidMark Capital, Summer Street Capital Partners and company management, while Patriot Capital Funding provided $13.5 million in leverage.

Investcorp Technology Ventures has agreed to acquire Conduit Ltd., a Dublin, Ireland-based directory assistance business. The deal is valued at ?90 million, with InfoNXX Inc. also participating as a minority buyer.

Linsalata Capital Partners has sponsored a recapitalization of Harden Manufacturing Corp., a Haleyville, Ala.-based manufacturer and importer of promotional and moderately-priced wood furniture. Arlington Capital of Birmingham, Ala. advised the sellers.

MB Investment Partners, a wealth management firm backed by Centre Partners, has merged with Ironwood Capital Management, in order to worm a wealth management and institutional platform with more than $1.1 billion in total assets under management. Centre Partners will continue to support the company.

Made2Manage Systems Inc., an Indianapolis-based provider of enterprise software for manufacturers and distributors, has acquired AXIS Computer Systems Inc., a Marlborough, Mass.-based provider of ERP software and services to manufacturers in the metal, wire and cable industries. AXIS was advised on the deal by Revolution Partners. Made2Manage is backed by Battery Ventures and Thoma Cressey Equity Partners.

Matrix Capital Markets Group has sponsored a management buyout of PolyOne Corp.’s (NYSE: POL) Engineered Films business unit. The transaction was valued at $27 million, with senior financing provided by LaSalle Business Credit.

MTS Health Investors has sponsored a recapitalization of Loving Care Agency Inc., a Fort Lee, N.J.-based provider of home health aides. The deal included participation from Oaktree Capital Management and Loving Care Management.

Natural Gas Partners has sponsored the formation of PSI Midstream Partners LP, a new company focused on midstream asset opportunities along the Texas and Louisiana Gulf Coast and the Gulf of Mexico. The PSI management team is led by: Lee Powell, formerly with Superior Natural Gas; Eric Pitcher, chairman of Synergy Oil & Gas; and Richard Fitt, previously with El Paso Field Operations Co.

NPM Capital has agreed to acquire Ten Cate Plasticum from Royal Ten Cate. Plasticum makes plastic molded packaging for consumer products out of facilities in the U.K., Germany and the Netherlands. It had 2005 revenue of approximately ?36 million.

Permira has dropped out of the private equity consortium trying to buy VNU, according to multiple press reports.The consortium’s bid is valued at around $8.7 billion, with remaining participants including Blackstone Group, AlpInvest, Carlyle Group, Hellman & Friedman, KKR and Thomas H. Lee Partners.

Permira has offered to sponsor a GBP600 million management buyout of U.K. asset management firm Gartmore, according to reports. Gartmore was recently put on the block by parent company Nationwide Mutual Insurance Co.

Phoenix Equity Partners has paid GBP45 million for a 50% stake in U.K. handbag company Radley.

Restaurant Technologies Inc., an Eagan, Minn.-based provider of bulk-cooking oil management services to the food services industry, has raised $60 million in combined equity and debt funding. Return backers Parthenon Capital and ABS Capital Partners led the equity tranche, while the senior subordinated debt facility was provided by Sankaty Advisors (credit affiliate of Bain Capital) and MCG Capital Corp.

Trans World Entertainment Corp. has signed a tentative agreement to buy Musicland Holding Corp.’s assets out of bankruptcy for around $104 million. Musicland was acquired in 2003 by Sun Capital Partners.

Transport Corporation of America Inc. (Nasdaq: TCAM) shareholders have approved a proposed buyout by Goldner Hawn Johnson & Morrison. Transport is an Eagan, Minn.-based provider of truckload freight carriage and logistics services. LaSalle Business Credit is providing leverage for the acquisition.

Unilever has put its Birds Eye frozen foods unit on the block, and reportedly is attracting interest from such suitors as Blackstone Group, CapVest and Iceland-based food company Bakkover. The winning bid might end up topping GBP1 billion.