Clayton, Dubilier & Rice (“CD&R”) and Greenbriar Equity Group, L.P. (“Greenbriar”) announced definitive agreements under which CD&R-managed funds and funds managed by Greenbriar will invest to combine Paradigm Precision (“Paradigm”), a global independent provider of complex machining, fabrications and assemblies for engine manufacturers currently majority owned by funds managed by global investment firm Carlyle (Nasdaq: CG), with Whitcraft Group (“Whitcraft”), a manufacturer of precision formed, machined, and fabricated flight-critical aerospace components and current Greenbriar portfolio company.
The combination of Paradigm and Whitcraft will create a scaled and diversified manufacturer of complex, high-tolerance components used in commercial and military aviation engines. Terms of the transactions were not disclosed.
“We are excited to work with the Whitcraft and Paradigm management teams, alongside Greenbriar, a leading industrials investor, to enhance the continued execution of their customer-centric operations and growth strategy,” said Ray Conner, Operating Advisor to CD&R funds and former President and CEO of Boeing Commercial Aviation, who will become Chairman of the combined company upon consummation of the transactions. “We look forward to bringing together the best of both of these companies by driving operational improvements and an increased capability set that we believe will benefit customers and the commercial and military aviation engine market at large.”
“Greenbriar was attracted to Whitcraft’s talented leadership team and diverse product offerings when we made our initial investment in 2017, and we’ve been pleased with the company’s strong execution and performance over the past five years,” added Noah Roy, Managing Partner at Greenbriar. “CD&R has a strong track record of driving operational excellence in the industrial manufacturing sector, and we believe that our partnership will help drive additional operational improvements and sustainable growth for the combined company well into the future.”
The combination of Paradigm and Whitcraft will create a leading supplier in the aerospace industry, merging the companies’ complementary exposures across platforms, manufacturing capabilities, geographies, skill sets and leadership teams. The company’s enhanced capability set should enable the combined business to better support its original equipment manufacturer (“OEM”) customers around the world and address the numerous growth opportunities before it.
“Over the last five years, our partnership with and investment from Greenbriar has advanced our strategy and enhanced our focus on operational excellence, and we believe this next step with Paradigm and CD&R will unlock even greater improvement opportunities for our customers and our employees,” said Doug Folsom, CEO of Whitcraft Group. “As a combined company, we are confident that we will enhance our product and process portfolio and be even better equipped to innovate through Kaizen and continue to deliver the complex engine components our customers demand.”
“We look forward to this combination with Whitcraft and support from CD&R and Greenbriar, which we believe will enable us to strengthen our mission-critical offerings to even more customers around the world,” said Steve Croke, President and CEO of Paradigm Precision. “We remain committed to delivering innovative solutions to help solve complex manufacturing challenges while also continuing to foster a world-class working environment for our employees.”
“We are excited to partner with Greenbriar and invest to facilitate the merger of these two highly complementary companies,” added Rob Volpe, Principal at CD&R. “We look forward to supporting the leadership team as they pursue the significant opportunity set available to the combined business.”
“Paradigm was originally formed to create a trusted partner to its customers and the broader aerospace and gas turbine marketplaces,” said Derek Whang, Managing Director at Carlyle. “Under our ownership, the Company has made significant progress in achieving this strategic goal and is well-positioned to continue its mission of serving its customers through the combination with Whitcraft.”
Both transactions are expected to close in early 2023, subject to satisfaction of customary closing conditions. Perella Weinberg Partners served as CD&R’s and Greenbriar’s financial advisor in the transaction, with Debevoise & Plimpton serving as legal counsel to CD&R. Kirkland & Ellis acted as legal advisor to Whitcraft and Greenbriar, and Harris Williams and Houlihan Lokey acted as financial advisors to Whitcraft. Latham & Watkins served as legal advisor and Lazard and RBC Capital Markets served as financial advisors to Paradigm and Carlyle.