Chartwell Advises Morton Buildings, Inc. on a Transaction to Become 100% Employee Owned

 

DEAL SUMMARY

MINNEAPOLIS - September 5, 2017 - Chartwell is pleased to announce that Morton Buildings, Inc. (“Morton Buildings” or the “Company”) has completed a transaction to become 100% employee owned (the “Transaction”) through a newly established Employee Stock Ownership Plan (“ESOP”).  Chartwell acted as the exclusive financial advisor to Morton Buildings throughout the Transaction, providing creative, unbiased counsel to management and the Board of Directors on the sale of a majority interest in the Company to its employees.  Further, to support the Transaction and provide capital to ensure the ongoing growth and success of Morton Buildings, following an efficient, comprehensive placement process, JPMorgan Chase was selected to lead the Transaction financing and provide $90 million of capital to fund this next chapter in the Company’s long, enviable history.

Established in 1903 as Interlocking Fence Co., a mail order business that sold fencing to farmers, Morton Buildings has diversified and evolved into a comprehensive, vertically integrated post-frame builder, providing its customers with unmatched quality, service, and innovation.  Based in Morton, Illinois, the Company has evolved into America’s largest and most recognizable post-frame builder, with an unmatched reputation and brand recognition built on over a century of ensuring customer satisfaction.  The Company offers an unrivaled, superior product offering bolstered by best in class innovation.  Such ingenuity has revolutionized the post-frame industry by engineering exceptional proprietary components compared to those offered by its competitors.  This vertical integration culminates with Morton Buildings delivering turnkey solutions to customers, offering sole source accountability from the initial meeting to final on-site construction.  This integrated, customer-focused strategy has propelled the Company’s brand to its status as the marquee name in post-frame construction.

From the commencement of the Transaction process, management, the Board of Directors, and shareholders were steadfast in protecting the Company’s loyal employee base, strong operations, stellar reputation, and wholesome corporate culture, while also rewarding and incentivizing Morton Building’s employees and establishing a strong foundation for the Company’s future growth and success.  This dedication to ensuring the ongoing success of the Company and employees resonated throughout all elements of the Transaction and is evident in the conservative decisions made by the Board of Directors and the shareholders’ election to pursue an ESOP over the sale to a private equity firm or strategic buyer.

 

CHARTWELL VALUE ADD

“Throughout the entire process I had the utmost confidence in Chartwell, not just for their skilled advice but more importantly, for their straightforward approach and perspective.  While the Transaction was highly complex, Chartwell’s impressive expertise and experience allowed the management team to focus on running the business, while ensuring that our input was valued and reflected in the final agreements.  From negotiating with capital providers and the ESOP trustee to properly structuring the Transaction, Chartwell was there to provide in-depth guidance on all alternatives available to Morton Buildings.  Without Chartwell’s expertise and professionalism, the Company’s ESOP would not have been nearly as successful as it is today.  Morton Buildings hired Chartwell as our financial advisor because of their excellent reputation and expertise, and their advice and steadfast work ethic created an end result that far exceeded our expectations.”

John Russell, Chief Executive Officer and President
Morton Buildings, Inc.

 

“In a condensed time frame, Chartwell was able to successfully negotiate and complete a complex, multiple-step transaction that exceeded all of our expectations.  We were impressed by Chartwell’s keen knowledge and unrivaled perspective in all aspects of the Transaction – especially related to the financing and structuring of the ESOP’s purchase as we evaluated the various options that were available to us.  Going forward, we take pride in knowing that this Transaction enabled our shareholders to transition their ownership in a fashion that promotes the ongoing growth and success of the Company, while rewarding our world class employees and enriching the communities around the country that the Morton Buildings family calls home.  We could not be more grateful for the hard work and personal commitment Chartwell invested into ensuring our Transaction was a success.”

Ed Miller and Jan Rouse, Former Shareholders and Members of the Board of Directors
Morton Buildings, Inc.

 

“From my perspective as legal counsel to Morton Buildings, Chartwell did a masterful job as the Company’s financial advisor.  I especially appreciated Chartwell’s guidance, education, and advice to management and the Board of Directors that allowed the Transaction process to proceed much more effectively.  Chartwell acted like a true partner with McDermott throughout this Transaction, with senior leadership investing significant time and energy throughout the process to ensure the best outcome possible.  We sincerely appreciate Chartwell’s dedication to this Transaction and look forward to working with them again in the near future.”

Chuck Levin, Partner
McDermott Will & Emery LLP

 

ABOUT MORTON BUILDINGS

Morton Buildings is the unrivaled leader in the post-frame construction industry, providing turnkey construction solutions, including: custom garages, horse barns, farm storage facilities, workshops, hobby buildings, churches, aircraft hangars, homes, and a wide assortment of commercial and municipal facilities.  The Company, formerly known as Interlocking Fence Co., was founded in 1903 and is based in Morton, Illinois.  For more information about Morton Buildings, please visit www.mortonbuildings.com.

 

ABOUT CHARTWELL FINANCIAL ADVISORY

Chartwell provides comprehensive financial advisory solutions and investment banking services to the middle market.  With substantial corporate finance and capital markets expertise, the Chartwell team works with clients and their advisors to deliver independent, solutions-based advisory services that are unbiased to outcome, free from conflicts, and focused on optimizing client objectives.  For more information about Chartwell, please visit www.chartwellfa.com.  For additional information on this Transaction, please contact Greg Fresh at 612-230-3125 or greg.fresh@chartwellfa.com, or Ted Margarit at 312-638-5656 or ted.margarit@chartwellfa.com