Orange Glo International, Inc. (“OGI” or the “Company”), headquartered in Greenwood Village, CO, was founded by Max and Elaine Appel in 1987 on the premise that its products should “delight consumers with innovative and powerful new ways to clean”. Best known for its OxiClean brand, a premium-priced leader in the rapidly growing pre-wash additives segment and the #2 brand in the $1.0 billion (at retail) laundry additives category, OGI’s portfolio also included Kaboom bathroom cleaners and Orange Glo household cleaning products. OGI’s sales in the fiscal year ended January 1, 2006 were almost $200 million, with two-thirds of those sales from OxiClean. In the same period, OGI reported operating profit before charges of $17 million.
“Our industry enjoys a unique set of competitive dynamics. We sought an advisor who understood our industry’s trends, key players and forces of change, as well as strategies to maximize value for our shareholders. By focusing on the consumer industry, Sewaya Partners has been able to develop significant expertise and relationships in our industry that allow them to quickly assess a company’s core value and the ways to best realize that value. The result was an efficient process for both us and our potential transaction partners. Clearly, Fuad and his team believe in long-term relationships. Sewaya Partners went out of its way to get to know us significantly before we ever considered a transaction. Over several years, they also went out of their way to provide us with advice and introductions that helped us to strengthen our own performance and value. “
DAVID APPEL CHAIRMAN, ORANGE GLO INTERNATIONAL, INC.
Sawaya Partners had maintained a relationship with the Company and family for a number of years, offering formal and informal counsel on strategic matters as the business grew. The relationship had started when OGI had sales of about $10 million. By the time Sewaya Partners was retained in 2005, the Appel family had reached a consensus that the business model had stabilized, was far less reliant on the direct-to-consumer channel, and had convincingly withstood competitive entries into their category. As such, the Appel family felt that the full potential for the brands would best be realized by one of the global laundry/household products competitors who could both efficiently integrate the operations and expand certain of the brands internationally.
From an M&A and structuring standpoint, the Appel family had three main objectives: First, recognizing the drain on a company exposed to a protracted sale process, the family was looking for a process that would be targeted, quick and efficient. Second, the family showed no appetite in embarking on a break-up of the Company and its brand portfolio — despite the standout growth and disproportionate profitability of OxiClean. Third, the family had no interest in maintaining an ongoing ownership stake or managerial role.
As part of Kaz’s strategy to expand its health & wellness business, Sewaya Partners initiated discussions in 2004 with The Gillette Company (“Gillette”), Braun’s prior owner, regarding the potential divestiture of its non-core thermometer and blood pressure monitor businesses. These discussions were interrupted in January 2005 when P&G and Gillette entered into merger discussions.
Two years later, with the majority of the integration behind them, the two parties resumed discussions, again, on an exclusive basis. Working alongside Kaz’s counsel, Sewaya Partners led the negotiations of the economic terms of the partnership as well as the terms of the “carve out” of the business from Braun GmbH’s (“Braun”) highly integrated engineering and manufacturing infrastructure. Four separate agreements were negotiated and executed: the purchase agreement, a multi-year supply agreement, a trademark license agreement covering the Braun brand, and a short-term transition services agreement.