Goldsmith Agio Helms Completes the Recapitalization of Heartland Automotive Services

    NEW YORK--March 15, 2002--Goldsmith Agio Helms announced today the recapitalization of its client, HAS Holdings, Inc. the parent company of Heartland Automotive Services, Inc. ("Heartland"). Quad-C Management, Inc. a Charlottesville, Virginia-based private equity investment group along with Company management and BNP Paribas have invested significant equity in the transaction. Additionally, BNP Paribas is providing the Company a senior revolving debt facility. As a result of the recapitalization, Apax Partners, Inc. (formerly Patricof & Co Ventures, Inc.), a New York-based global private equity group and the single largest shareholder in Heartland, has sold its minority interest in the Company. Terms of the transaction were not disclosed.
    Heartland Automotive Services, headquartered in Omaha, Nebraska, is the second-largest franchisee in the Jiffy Lube quick oil change chain. The Company maintains 148 oil-change stores in the Midwest, including Illinois, Kansas, Missouri, Minnesota, Nebraska, Nevada, Texas, and Wisconsin, and has been adding stores at an annual rate of 19% since 1998. Sales have grown over 20% annually over the same period. Roy Schumacher, CEO of Heartland and a major shareholder in the new enterprise, said that "the transaction positions Heartland to accelerate the implementation of its growth strategy, through acquisitions and new store development. The excellent partnership with Quad-C provides the strong financial foundation for this more rapid growth. In addition, we have implemented a unique loan facility with BNP Paribas which will provide immediate funding for acquisitions. We are very excited about our strategy, our capitalization, and especially our new partners."
    David Solomon, managing director and partner of Goldsmith Agio Helms, said, "This is the second recapitalization of Heartland we have completed with this management team. We have enjoyed watching the evolution of Heartland from a group of dedicated entrepreneurs to a very sophisticated, professional operation. We wish them every success going forward with their new partners, Quad-C."
    Gary Binning, partner with Quad-C in New York, led the transaction. Mr. Binning stated that "Heartland attracted us because of its unusually strong economic model combined with a disciplined management team. The economics of the business provide strong cash flow from operations while requiring relatively low capital investment for growth. We anticipate that Heartland will expand nationally and quickly become the premier oil-change operation in the country."
    "Since investing in Heartland in 1995, we've worked closely with the management team to position the business for long-term growth and establish its lead in the quick lube industry," said Gregory Case, General Partner at Apax Partners. "The success of these efforts is evident in our ability to attract a top-quality buyer, such as Quad-C, and to deliver solid returns to our investors."
    Quad-C, founded in 1989, has invested over $500 million of equity capital in 25 "platform" transactions, and has completed more than 60 transactions in total since its inception. With offices located in Charlottesville, and New York, Quad-C is focused on investing from its current $650 million fund in profitable middle market companies with attractive growth opportunities.
    BNP Paribas is a leading international bank headquartered in Paris, France. Its business covers a range of activities including retail banking, private banking and asset management, securities services, insurance and real estate, private equity investments, and financial services.
    Apax Partners is one of the world's leading private equity investment groups, managing more than $11 billion on behalf of institutional investors worldwide. Its cross-border teams of more than 170 investment professionals in the United States, Europe, Israel and Japan, work together to identify the best investment opportunities and to help build world-class companies. The focus of their investment efforts is on several industry sectors, including Information Technology, Telecommunications, Health Care and Retail/Consumer. Funds advised by the group pursue a balanced equity portfolio strategy, investing in companies at all stages of development from start-up to buy-out. Apax invested in Heartland in March 1995 in a transaction also led by Goldsmith Agio Helms.

    Goldsmith Agio Helms (www.agio.com) is the nation's leading independent private investment banking firm that specializes in representing sellers of public and private middle market businesses, having completed more than one hundred transactions in the past three years. The firm provides sell-side M&A advisory, distressed company advisory, special purpose valuations and opinions, and private placement services through its offices in New York, Minneapolis, Chicago, Los Angeles, and Naples, Florida.