Christmas may be coming early...really early this year for the 31 or so shareholder-owners of Hercules Tire & Rubber Co.
After an investment banking company conducted an exhaustive, herculean search among 250 or so potential suitors, Hercules appears to have settled on FdG Associates L.L.C., a New York City-based private equity firm that has agreed to what it's calling a ``recapitalization'' plan. That will breathe new money into Hercules' already successful business and open new avenues for greater expansion, according to FdG as well as two dealers who distribute and sell the company's private brands.
Neither FdG nor shareholders are saying whether that infusion of capital translates, in essence, to the acquisition of Hercules-or if it gives FdG a majority stake in the Findlay, Ohio-based private brand tire marketer, though sources said that's the likely outcome. Shareholders were scheduled to meet in Detroit the week of May 9 (after Tire Business' presstime) to hear specific details of the deal and vote on whether to accept it. A majority is needed for the plan to go through.
A statement provided by a spokeswoman for Rubinstein Associates in New York, which represents the equity firm, said the deal ``will allow Hercules to strengthen its financial base, further develop its private label program, solidify its position in the distribution of private label and branded tires and capitalize on growth opportunities.''
``Hercules' relationships with its customers and suppliers will remain unchanged,'' FdG said, and the recapitalization will be ``in partnership with management.''
The spokeswoman said no further details-or interviews with FdG principals or Hercules executives-would be available until after the transaction closes. That is expected to happen within the next several weeks. She would not say what the status of Hercules management, including President Craig Anderson, would be if the deal goes through.
Hercules-with its main office in Findlay-was started in 1952 by a group of 21 retreaders ``to provide consistent high quality products to independent dealers and retreaders,'' according to the company's Web site. Among its holdings are an export division, called Treadway Exports, and Tire Dealer's Warehouse and Tire Specialists, both wholesale distribution centers. They provide dealers with the company's Hercules, Merit and Signet private brands and the Kumho Tire Co. Inc. associate Marshal brand as well as nearly 20 major and associate brand tires and tire-related products.
Hercules also has an Asia Pacific unit that is, according to the company, ``committed to providing competitive high-tech manufacturing sources for our world products and establishing our Hercules name in the Australian market.''
Hercules only recently sold its custom rubber compounding business to Toronto-based Biltrite Industries and said it would reinvest the undisclosed sales proceeds into its tire operations and keep its corporate offices at its present site under lease from Biltrite for up to three years.
FdG specializes in recapitalizations, management buyouts, industry consolidations and growth investments. The firm generally focuses on business and financial services, consumer products and services, value-added distribution, light manufacturing and retail.
The company's Web site pegs transaction investment sizes as ranging from $40 million to $150 million, with an equity investment of $15 million to $50 million. It said minimum EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is $8 million.
On its Web site, FdG notes that ``undertaking the sale of a business often represents a defining moment in the lives of the principals, and frequently their families and close associates, who have committed themselves to the success of that enterprise over many years.
``Our approach to transactions reflects both an understanding of the magnitude of such decisions for our partners and the creativity and flexibility required to provide the structure, incentives and support for our management partners to help them get the most out of their businesses.
``Whether recapitalizing a family business or supporting a management team in a buyout, FdG has the experience to create a `win-win' scenario for the key participants in our transactions.''
The company also said it has access to the resources of a much larger organization ``through our founders and other key relationships.'' But it prefers ``to maintain the hands-on approach of a small firm. Each of our senior investment professionals takes a genuine interest in our portfolio companies and has a personal stake in the success of each transaction.''
Who is FdG?
FdG was formed originally as a vehicle for its founding partners, the Fisher and de Gunzburg families, to invest their money. Fisher Brothers is described as ``one of the preeminent developers and owners of office buildings in Manhattan,'' and the de Gunzburgs are a branch of the Bronfman family, which founded Seagram Co.
Among FdG's investments are a food processing company; a creator and marketer of scrapbooking, stationery, toy and gift products; a not-for-profit foundation involved in the dental insurance industry; a distributor of industrial equipment; a foot- and shoe-care product marketer; a grapevine nursery; and a golf equipment retailer.
Its strategy for investments is to identify businesses ``that have achieved solid market positions and have significant potential to increase their profits through one or more targeted initiatives.'' Their candidates, according to FdG, have ``typically developed a business model that can generate and support meaningful growth.''
While they await the verdict at the shareholders' meeting, the impending deal with FdG made at least a couple of tire dealers-one a shareholder and one who wanted to be-quite pleased.
Mike Patrick, 33, president of Tri-State Tire Service Inc. in Doraville, Ga., probably wishes he'd pulled the trigger a little sooner on buying shares in Hercules Tire. Two years ago he put in $10,000-the going per-share price at that time-to become a shareholder. He was told that after a two-year waiting period the company's board would vote on his membership.
But with FdG stepping in, his achieving shareholder status is likely moot, he told Tire Business.
Still, he brushed off that bump in the road, calling the deal a ``positive thing for Hercules.... They've got some great financial backing now that'll help them grow the business faster than they could before.''
Hercules has been ``around for a long time and is fairly strong in the marketplace,'' Mr. Patrick continued. ``We've done very well with Hercules in Atlanta, and have the distributorship for half of Georgia and half of Alabama.''
He said he's ``personally excited'' about the financial backing and hopes the company will ``put more investments into molds and development and make this brand a lot stronger. Over the past couple of years they've really updated the lines-they've got very strong line coverage.
``I think they want to react to the market quicker. Of course, they've got some areas where they don't have as strong distribution as they need, so I'm sure they'll be looking to do something in those areas to bring the brand, as a whole, up to par nationwide.''
Tri-State Tire, founded in 1969 by Mr. Patrick's dad, David, has one 75,000-sq.-ft. warehouse near Atlanta. Mike Patrick's sister, Vicki White, is the company's co-owner and CFO. When the wholesaler became a Hercules distributor about two years ago, it replaced TBC Corp.'s Cordovan private label with the Hercules brand.
``Knowing that TBC was purchasing a lot of retail stores and bought Carroll Tire (a wholesaler) in our area,'' Mr. Patrick said, ``we thought it was a better thing to do for the independent tire dealers-and I'm one of those.''
He said Hercules has been a ``fantastic supplier. Their fill rates have been great and they probably have the best customer service that's out there. They truly protect their territories, which I find is more and more difficult with most suppliers.... I have nothing but great things to say about Hercules.''
On the other end of the spectrum-but just as enthusiastic as Mr. Patrick about what the FdG deal could hold-is Larry O'Shea, owner and president of Adirondack Tire Corp., based in Albany, N.Y. A Hercules shareholder, he was eagerly awaiting a trip to Motown to vote on the transaction, which, until then, is ``not a done deal,'' he said.
``We're all champing at the bit to go out there and see what the deal is,'' Mr. O'Shea added. ``Maybe part of the deal is I won't have to come to work anymore,'' he joked.
Of about 31 shareholders in the Hercules group, Mr. O'Shea explained that some may own 50 shares, some members only one. The number he holds is ``confidential.'' He said it remains to be seen whether some stockholders will choose to cash out their shares.
Sources told Tire Business the value of Hercules stock is determined by the number of outstanding shares divided into the company's net worth. Some key officers also hold stock in the company.
Mr. O'Shea's take on the deal is ``extremely positive-for many, many reasons it's a win-win situation. It expands the Hercules equity base and enables us to take advantage of many new opportunities.''
Calling Hercules a ``fabulous, well-managed company,'' Mr. O'Shea said Hercules President Anderson and his staff ``really had their eye on the ball all these years. With this recapitalization plan, the stockholders trust them that they're making the proper move....''
He was not sure what percentage of the company FdG will acquire, noting, ``We'll find out next week.''
While Tri-State's Mr. Patrick is a ``newbie'' Hercules distributor, Mr. O'Shea, 49, is a longtime group member. How long? ``Let's see...I got a clock (from Hercules) here that says 25 years and I got it last year.
``Somebody said, `Hey, a free clock.' And I said, all you have to do is buy $100 million worth of tires over 25 years and you get a clock!'' he said, laughing.
Adirondack Tire runs its wholesale operation from one warehouse in Albany, and also has eight retail stores. Mr. O'Shea sells Goodyear and Dunlop and also is a TBC member distributor.
Hercules is ``fabulous,'' he said. ``It's a private brand. You handle Goodyear, Firestone, Bridgestone, Michelin. I'm surrounded by 20 Goodyear stores; I've got 20 Firestone stores I'm surrounded by. So you have to handle the major brands to (draw customers and) make money.
``But a Hercules tire-I'm the only one who has it.''
``We're a Michelin dealer,'' he continued. ``You can't make money on it.... Everybody who buys a Michelin tire comes in here with a newspaper ad and beats me up. Eighty-five percent of all our sales are recommendations-people asking, `What do you got and how much?''
Mr. O'Shea's dealership has thrived on selling private labels, though he lamented that ``unfortunately, 33, 40 percent of our business is major brands. You have to have them.'' But private brands comprise about 70 percent of his business ``and that's what we promote.''
Still, he said everyone in the business knows that ``the best tire in the world is the one we have the most of. That is the deal everywhere.''
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Hercules Tire snapshot
* Headquarters: Findlay, Ohio
* Key executives: Craig Anderson, president; Larry Seawell, CFO; Steve Buck, tire division vice president-general manager
* Private brands: Hercules, Merit, Signet
* Divisions: Tire Dealer's Warehouse, Tire Specialists; Treadway Exports; Asia Pacific
* Three warehouses: Findlay; Compton, Calif.; Houston