CD&R to Acquire Shearer's Foods from Ontario Teachers' Pension Plan Board

Clayton Dubilier & Rice ("CD&R" or the "Firm") announced that it has entered into a definitive agreement for funds it manages to acquire Shearer's Foods ("Shearer's" or the "Company"), a leading contract manufacturer and private label supplier serving the snack industry in the United States and Canada, from Ontario Teachers' Pension Plan Board ("Ontario Teachers'").

Terms of the transaction were not disclosed. As part of the transaction, Ontario Teachers', Shearer's existing majority shareholder, will exit its position in the Company.

Founded in the early 1900s, Shearer's today is an award-winning supplier to some of the largest and most well-known retailers and consumer-branded companies.

The Company has an expansive manufacturing footprint and diversified offering that has enabled it to become a leading manufacturer of salty snacks and cookies and crackers products. Based in Massillon, Ohio, the Company is led by Executive Chairman Bill Nictakis and CEO Mark McNeil.

Bill Nictakis:
 

"CD&R shares our focus and commitment, and their track record of helping build stronger, more sustainable businesses makes the firm an ideal partner as we continue to drive our business forward."

"At the same time, I would like to express my gratitude to the Ontario Teachers' team. Under their more than a decade of ownership, we have successfully grown our footprint and significantly diversified our offerings to our valued customers."

John Compton, CD&R Operating Partner and former President of PepsiCo and CEO of PepsiCo North America, including the Frito-Lay, Quaker and Pepsi beverage divisions Mark McNeil:
 

"As Shearer's enters a new phase of growth, we are excited to be joined by a team with the experience, expertise and resources to support our mission of producing high-quality, innovative and delicious snacks that we are proud to serve to our families, friends, customers and retailers."

J.L. Zrebiec, Partner of CD&R:
 

"We have deep admiration and respect for Shearer's, a leading business that shares our core values in a sector and operating model we know and understand well."

Ontario Teachers' initially invested in Shearer's in 2012 and became a significant majority owner in 2015. The Company has grown from five plants to 17 and has become one of the largest producers of private label and co-manufactured salty snacks in North America.

In this time, Shearer's has also invested in its plant network to strengthen its relationships with strategic blue-chip customers, while also diversifying its geographic and product mix.

Raymond Shiu, Managing Director, Private Capital at Ontario Teachers:
 

"Over the past decade, we have been proud to partner with the Shearer's management team as it established itself as a market leader in North America for private label and contract manufactured salty snacks, cookies and crackers. Shearer's has achieved this position by consistently delivering high-quality and innovative products, while expanding its market presence."

Harj Shoan, Senior Managing Director, Private Capital at Ontario Teachers:
 

"With the investments Ontario Teachers' has made into Shearer's over the past decade, we are excited to see the Company reach new heights in the future. We wish CD&R, Bill, Mark, and everyone at Shearer's continued success in the Company's next stage of growth."

Deutsche Bank Securities Inc., UBS Investment Bank, BMO Capital Markets Corp, BNP Paribas, RBC Capital Markets LLC and TD Securities provided financing and served as financial advisors to CD&R.

Blue Owl Capital Inc. and Goldman Sachs Bank USA provided financing to CD&R. Debevoise & Plimpton LLP served as legal advisor to CD&R. Goldman Sachs & Co. LLC served as exclusive financial advisor and Kirkland & Ellis served as legal advisor to Shearer's.