September 7, 2021: Ronin Announces Investment in QBD and Minus Forty.
Ronin Equity Partners has acquired two leading North American manufacturers of commercial refrigeration equipment, QBD and Minus Forty, both located in Canada’s Greater Toronto area. In partnership with Ronin, the merged group is looking at multiple acquisitions in the U.S., Europe and Latin America. The combined company will be the #2 player in the North American refrigerated display market. The brands will continue to be marketed under their own names, but the merged group will be a platform for consolidation in the fragmented refrigerated display case industry, where 60 percent of the market is divided between over one hundred family-owned businesses.
In addition to being the industry’s largest provider of pet food coolers, Minus Forty has developed superior product presentation coolers and freezers for the micro market and food industries that are enhanced by industry-leading smart technology (i.e. the “internet of things”). QBD is a leader in beverage cooler sales and high concept, cost-efficient, and customized refrigerated displays. QBD uses state-of-the art EPA-certified Energy Star products and environmentally friendly natural refrigerants.
“This deal expands our reach into new sectors, it widens the use of our green cooling deck design, and allows us to leverage Minus Forty’s internet of things technology to reinforce our position in the beverage sector,” says Safder Jaffer, President of QBD. “The expanded group will double manufacturing capacity, allow us to expand our unbeatable value proposition, and combines cutting-edge, complementary technologies to create a fantastic platform for buy-and-build acquisitions,” says Julian Attree, Co-Founder of Minus Forty.
Both Attree and Jaffer will be actively involved in the combined business. One of Ronin’s Managing Partners, Jesse Yao, will become Chief Financial Officer, and two other Ronin executives will hold senior roles. The group’s Chief Executive will be Ronin operating advisor, Troy Shannan, who is joining from Nonni’s Foods, where he was Executive Vice President in charge of Supply Chain and Manufacturing. Prior to that he ran Global Operations and Supply Chain at Kraft Heinz. Existing management and the acquired companies’ founders will retain a significant stake in the new group.
“The Minus Forty and QBD teams will create a powerhouse in commercial refrigeration, with technologies and expertise that will usher in an era of energy efficiency, high concept design and innovation in a sector that’s growing six percent annually,” says Ronin Chief Investment Officer Ike Helene. “We are going to create a foundation of continued consolidation in a fragmented sector that rewards scale with higher margins and better than average growth,” says Ronin Managing Partner David Feierstein. “The team we’re assembling will leverage the full breadth of Ronin’s capabilities in integration, operational excellence and commercial expertise.” The merged group is looking at multiple acquisitions in the U.S., Europe and Latin America.
The QBD and Minus Forty transaction – sourced on a proprietary basis through Ronin’s network of operating advisors – has an enterprise value of $230 million. The double-digit top and bottom-line growth of QBD and Minus Forty should be significantly enhanced by raw material purchasing synergies, a combined sales force, organic expansion into new sectors and future acquisitions. Northleaf Capital Partners, Cherng Family Trust, Stephens Capital Partners, Nicola Wealth, Northwood Ventures, Knott Partners and Sope Creek Capital acted as co-investors in the transaction. Measured by sales, the combined company will be the number two player in the North American refrigerated display market.
With the simultaneous purchases, Ronin has invested or reserved for follow-on portfolio investment some $300 million. This includes all the capital raised for its inaugural fund plus all co-investments.
Triago Americas, Inc., acted as sole placement agent for Ronin Fund I. “Ronin stands out from the crowd with an intense focus on operations and simultaneous industry rollups that reduce risk and increase returns,” says Matt Swain, a partner at Triago.
For the QBD and Minus Forty purchases, Katten Muchin Rosenman LLP and Bennett Jones LLP acted as legal advisors. Buyside advisors were Cleive Dumas and William Strenglis of M&A Advisory Services, and Rabobank. The transaction was supported with financing provided by J.P. Morgan as Lead Left & Administrative Agent; HSBC, TD Bank, Fifth Third Bank, Rabobank, and CIBC as Joint Lead Arrangers; and BHI and Stifel Bank as Participants.