Mergers and Acquisitions

Capstone takes majority stake in Prime Motor Group


GPB Capital affiliate Capstone Automotive Group said Monday it now has a majority equity stake in Prime Motor Group.

With the stake in Prime — which has more than 25 businesses throughout Massachusetts, Vermont, New Hampshire and Maine — this marks Capstone’s first foray into New England.

The acquisition also adds the Acura, Honda, Mercedes-Benz, Toyota and Volvo brands to Capstone’s portfolio.

“As the automotive retail industry continues to adapt to advancements in technology and shifting consumer preferences, the combination of Prime’s visionary management team and Capstone's support can help Prime prosper and expand as a leading provider of vehicles, parts, and service in New England,” GPB Capital founder and chief executive David Gentile said in a news release.

We look forward to leveraging Prime's proven ability to optimize dealership performance and operations in order to benefit customers in all the markets served by our dealerships,” he said.

The deal was finalized this month, and terms were not disclosed.

Prime dealerships sold roughly 35,000 vehicles last year and generated over $1.4 billion in top-line revenue.

Capstone is aiming to buy more New England dealerships under the Prime umbrella in coming months, including a move into Rhode Island. Capstone has a five-year target of $4.5 billion in annual revenue for Prime, and aims to increase Prime personnel from 1,800 to more than 3,000 by 2020.

Prime plans to work with Capstone on building proprietary software aimed at operational and efficiency improvements. The group also will work with Capstone to open its own body shops.

Prime founder David Rosenberg is staying on as CEO.  There will be no changes to daily operations.

“We have always been a family business committed first and foremost to our customers, employees and communities,” said Rosenberg. ”Our partnership with Capstone will enable us to adapt and grow without sacrificing the customer service and employee dedication that define our culture.”

TradeRev makes 3 executive changes following KAR's purchase of remaining interest

CARMEL, Ind. - 

TradeRev announced three executive changes Thursday, including sales team promotions and additions following KAR Auction Services recent acquisition of remaining interest in the company earlier this month.

In 2014, KAR purchased a 50-percent stake in TradeRev and over the next four years, acquired the remaining interest for $50 million in cash and an additional $75 million.

The company said the new role changes are aimed at both boosting TradeRev’s market expansion and integrating KAR’s capabilities into its buying and selling experience.

TradeRev’s leadership changes include sales and operations executive vice president Keith Crerar, who will take on the additional responsibilities of leading commercial accounts sales and account management for the company's U.S. and Canada markets.

Prior to his current role, Crerar served as vice president of dealer services for ADESA, a business unit of KAR.

Crerar has more than 15 years of automotive industry experience and has been recognized through Nissan’s Club Excellence as one of the top three Sales Managers in the country for five consecutive years, according to TradeRev.

Will Farmer, who most recently served as southeast regional director, managing the southeast sales team and account management for major auto group operations, has been promoted to executive director of dealer sales for the U.S. markets, and will report to Crerar.

In his new role, he will focus on national sales growth and management of TradeRev’s five regional sales teams, according to the company.

Farmer has more than 14 years of experience as a licensed auctioneer, including being president and owner of Farmer Auctions in Virginia. Before heading Farmer Auctions, Farmer worked at ADESA East Tennessee.

Additionally, TradeRev has brought on Vince McNeal to serve as executive director of commercial sales for its U.S. and Canada markets, and he will also be reporting to Crerar.

Since 2013, McNeal has served as executive sales director at ADESA and will continue to oversee a number of KAR commercial clients while serving in his new role, according to TradeRev.

He joined ADESA in 2005 as a dealer sales representative and later transitioned to management and leadership positions, including fleet lease manager and assistant general manager at ADESA Lexington.

Last year, McNeal earned a spot on the Remarketing & Used-Car Industry’s 40 Under 40 list, and Farmer made the list this year. 

When announcing the acquisition of TradeRev’s remaining interest this month, KAR officials highlighted that TradeRev brings mobile and digital technology to KAR’s portfolio of 250 whole car and salvage auctions and floorplan financing solutions.

Assurant acquires The Warranty Group for $2.5 billion


Triggered in part by online vehicle retail sales activity gaining steady momentum, Assurant made a $2.5 billion acquisition of The Warranty Group, which works with more than 5,600 dealerships selling F&I products such as vehicle service contracts and GAP insurance.

Assurant highlighted in a news release announcing the move on Wednesday that The Warranty Group’s U.S. vehicle protection business brings new client partnerships and distribution channels including dealer networks and national accounts. The company said it positions Assurant to capitalize on emerging trends in the auto market such as digital retailers.

With annualized revenue greater than $1 billion as of June 30, officials highlighted The Warranty Group — which was a portfolio company of TPG Capital — will enhance Assurant’s scale and market presence in its vehicle protection, extended service contracts and financial services businesses across 35 countries.

Officials indicated the transaction is valued at approximately $2.5 billion and is expected to close in the first half of 2018, subject to shareholder and regulatory approvals, and other customary closing conditions.

“Assurant’s acquisition of The Warranty Group advances our position as a leading global provider in the vehicle protection business and aligns well with our lifestyle market growth strategy helping consumers protect their appliances, autos, mobile devices, and electronics,” Assurant president and chief executive officer Alan Colberg said.

“Together, we believe we can deepen our global footprint and accelerate profitable growth in key markets already on Assurant’s strategic roadmap, while realizing substantial operating synergies, generating more diversified and predictable earnings and furthering product innovation on a global scale,” Colberg continued.

Nelson Chai, The Warranty Group’s president and chief executive officer, added, “This transaction brings together two businesses with highly aligned expertise in markets across the world. We believe this combination enhances our ability to offer best-in-class products and services in addition to providing new opportunities to our clients, partners, employees and other key stakeholders.”

Eric Leathers, partner at TPG Capital, said: “This strategic partnership is an outstanding outcome for both Assurant and The Warranty Group, positioning the combined company for continued success. Since acquiring The Warranty Group, we have supported the company’s management team as they have expanded their global service contract business by pursuing attractive pathways for growth. This combination builds on these initiatives, and we at TPG are excited by the future value creation that will stem from this.”

The executives’ enthusiasm certainly is merited as Colonnade Advisors estimated 85 million vehicles in the U.S. had a VSC attached in 2016 with the penetration set to grow to 108 million vehicles by 2024.

PureCars purchases Showroom Logic


Digital automotive ad technology company PureCars has purchased certain assets of competitor Showroom Logic, the company said Tuesday morning.

PureCars said Showroom Logic’s SHL AdLogic platform will be provided alongside PureCars’ SmartAdvertising tool until a hybrid offering is available.

The company also said it will bring in additional digital media strategists to support dealers on the AdLogic platform. Showroom Logic’s ZipDriven will be provided to PureCars customers, as well.

Terms of the deal were not disclosed.

“The mission of PureCars has always been to solve mass deficiencies in automotive sales and marketing through creation and use of innovative technology,” said Jeremy Anspach, chairman and founder of PureCars, in a news release.

“Over the past four years, our SmartAdvertising business has grown alongside Showroom Logic with a separate but common belief that auto-specific tech and relevant data drive superior results,” he said. “Through this acquisition, PureCars will be able to offer dealers the technology, industry expertise, knowledge capital and an unprecedented level service to grow their business.”

Showroom Logic founder Patrick Bennett added: “Since inception, Showroom Logic has focused on creating technology that impacts auto dealership marketing for the better. Our vision has always been to serve clients through transparency, technology and an amazing team. The PureCars team shares that vision and has a proven track record of success and through the acquisition of our platform, their clients will have the most advanced digital marketing offering this industry has seen."


KAR acquires remaining interest in TradeRev

CARMEL, Ind. - 

TradeRev now is completely part of the KAR Auction Services family of companies.

KAR announced on Tuesday morning that it has acquired the remaining interest in Nth Gen Software, better known as TradeRev, which is a mobile app and desktop solution that facilitates real-time dealer-to-dealer vehicle auctions.

KAR purchased a 50-percent stake in TradeRev in 2014 and acquired the remaining interest for $50 million in cash and an additional $75 million over the next four years contingent on certain terms and conditions including TradeRev performance.

Company officials highlighted that TradeRev brings mobile and digital technology to KAR’s portfolio of 250 whole car and salvage auctions, floorplan financing solutions and other ancillary and related services.

KAR explained that it will further integrate those capabilities into TradeRev to expand its digital business and strengthen its share in the dealer-to-dealer market representing more than 10 million annual transactions.

“The digital revolution in remarketing has begun, and the acquisition of TradeRev ensures that KAR will maintain its strong leadership position in the mobile app and online auction space,” KAR chairman and chief executive officer Jim Hallett said.

“As a former dealer, I believe TradeRev is the most powerful and innovative mobile app for dealers on the market,” Hallett continued. “By injecting TradeRev with the full force of KAR’s technology, data, financing and service offerings, we plan to accelerate growth across North America and around the globe.”

The acquisition also triggered a variety of executive personnel changes.

KAR indicated TradeRev will be led by Becca Polak, who for the last 10 years has served as KAR’s executive vice president, general counsel and corporate secretary. As president of TradeRev, she will focus on diversifying TradeRev’s product and service offerings and expanding TradeRev’s market footprint.

The company added Polak will also be promoted to the position of chief legal officer and secretary for KAR where she will retain oversight responsibility for KAR’s enterprise legal and corporate communications functions.

“This is a transformative moment for dealers, as KAR and TradeRev combine to deliver a more convenient, efficient and cost-effective alternative to traditional auction sales,” Polak said.

“The speed and ease of TradeRev’s mobile app is already fueling sales for thousands of dealers in the U.S., Canada and the United Kingdom,” she continued. “Over the next several months, we’ll continue expanding into new markets and begin leveraging KAR’s data analytical capabilities to enhance the TradeRev buying and selling experience.”

TradeRev was launched in 2009 by CEO and co-founder Mark Endras along with co-founders Wade Chia, Jae Pak and James Tani, all of whom will retain leadership roles at TradeRev.

Endras will remain a member of the TradeRev senior leadership team reporting to Polak and will focus on enhancing TradeRev’s in-app experience and product development pipeline.

Endras will also take on the role of chief innovation officer for KAR reporting to Tom Fisher, KAR’s chief information officer. In this capacity, Endras will focus on advancing KAR’s innovation agenda and establishing new KAR innovation lab centers in Toronto, Chicago and Carmel, Ind.

“KAR has an incredible entrepreneurial culture and a proven track record of fostering disruptive innovation across their businesses,” Endras said.

“By applying a start-up philosophy to KAR’s development pipeline, we’ll be able to deploy new solutions more quickly than ever before,” he went on to say. “I look forward to delivering the next generation of innovative remarketing technology, products and services to KAR’s global customer-base.”

TradeRev has approximately 200 employees across office locations in Toronto, Chicago and Carmel, Ind., and field staff located in markets across the U.S. and Canada.

TradeRev offers dealers what it contends is fast, convenient access to high quality trade-in and commercial consignment inventory before it reaches wholesale physical auctions. The TradeRev mobile app can mimic the physical auction setting, enabling dealers to launch and participate in live, one-hour auctions directly from their smartphone, tablet or desktop.

Winning TradeRev bidders can complete the entire transaction within the app, including optional inspection, title and arbitration services and financing and transportation through KAR’s AFC and CarsArrive brands.

“I am thrilled for KAR, TradeRev and all of our employees,” Polak said. “Today marks a significant milestone in the digitization of vehicle remarketing and the beginning of a bright new era of innovation for our company. I am honored and humbled to lead TradeRev and this incredible team into the future.”

Affinitiv marks first year with new exec team, end-to-end marketing solution


Since combining four companies a year ago, provider of marketing and technology services Affinitiv announced Tuesday it has finalized its executive team and will soon introduce an integrated platform that offers dealers an end-to-end marketing solution.

Last year, the merging companies included DPS, Peak Performance, OneCommand and

Additionally, since then, Affinitiv has also acquired WSA Solutions, a provider of wireless service-tablet software to auto dealer fixed ops departments.

Affinitiv’s new solution is designed to keep car buyers connected to their dealer up until their next purchase.

“We know your customers. We know what they like and what they respond to. We know where to find them and how to drive them to find you," Affinitiv executive chairman Scot Eisenfelder said in a news release. "Making the sale is just the beginning. Creating a connected customer for life requires a whole new approach.

"To increase customer retention, dealers need to get past using tactics like oil change coupons to draw in customers. Our platform helps dealers understand what works and doesn't work from a communications standpoint, to keep their customers engaged and committed," Eisenfelder continued.

In addition to Eisenfelder, on the heels of celebrating the company’s first anniversary, Affinitiv has brought aboard Adam Meier, Stan Megerdichian, Hans Bodine, Jillian Slagter, Karen Dillon and Kevin Winter to its executive team.

The executive team

Eisenfelder is a 25- year automotive market veteran, according to Affinitiv. Prior to Affinitiv, he held positions such as senior vice president strategy at AutoNation and senior VP of product management, strategy and marketing at Reynolds and Reynolds.

Meier has been appointed chief operating officer. He has nearly 12 years of experience as chief finance officer and as a board member at Brandmuscle where he led the acquisition of four companies.

As executive VP of OEM relations and strategy, Megerdichian will focus on bringing the latest technology solutions to current OEM partners, as well as forming new OEM relationships. Most recently, he was president and chief executive officer of Peak Performance Marketing Solutions, which he founded in 1991.

Bodine has been appointed executive VP of sales. Previously, at, Affinitiv said he helped to build a successful team of experts over more than 18 years.

Slagter will serve as chief people officer. She brings 20 years of HR and recruiting experience to her new role. Most recently, she spent 11 years at Nielsen as vice president of HR.

Dillon has been appointed executive VP of service scheduling. She has over 30 years of experience in the auto industry in various sales, marketing and executive positions, according to Affinitiv. And in 1984, Dillon became president of

Winter brings more than 15 years of experience both developing and managing automotive sales and service CRM programs for OEM clients to his new role as Affinitiv chief client officer. Most recently, he work for Epsilon where he served eight years. Prior to Epsilon, he also worked for R.L. Polk & Co, according to Affinitiv.

In the past year, Affinitiv said it has garnered preferred relationships with a dozen OEMs, including: BMW, Kia, Lexus, Chrysler, Volkswagen, MINI, GM, Porsche, Mitsubishi, Audi, Volvo and Maserati.

IHS buys automotiveMastermind


IHS Markit has purchased automotiveMastermind, a provider of behavior prediction analytics software and marketing solutions to auto dealers, in a deal announced Tuesday that is potentially worth more than $400 million.

IHS Markit bought 78 percent of the predictive analytics company for roughly $392 million, IHS explained in a news release.  That figure can climb as potentially high as $435 million based on “underlying business performance,” the company said.

IHS plans to purchase the remaining 22 percent of automotiveMastermind between now and 2022, “based on valuation tied to underlying business performance,” it said.

“The acquisition of automotiveMastermind opens up a key new market for IHS Markit, and increases our presence in the vehicle retail space,” IHS Markit chairman and chief executive officer Jerre Stead said in a news release. “It’s an excellent strategic fit for us within our overall portfolio, and helps to fill out our existing offerings by leveraging predictive analytics to improve the buyer experience.

“We now deliver unparalleled insight and analytics across the automotive lifecycle: from vehicle strategy and product planning, to vehicle sales, marketing and repair.”

IHS purchased CarProof Corp in late 2015, and acquired R.L. Polk & Co. (which includes Polk and Carfax) in 2013.

Jonathan Gear, who is executive vice president transportation and resources for IHS Markit, said in the release: “Through our core automotive assets, which includes Carfax, we already provide our global automotive customers with a comprehensive suite of information services and analytics.

“The addition of automotiveMastermind extends our capabilities further. It enables us to deliver a powerful set of tools — including data aggregation and analytics driven by machine learning —- that will help OEMs and dealers sell cars more effectively.”

AutomotiveMastermind is headquartered in New York and has a “product innovation hub” in San Francisco.

“We could not be more excited since there is no better partner to help us realize our vision of radically transforming the traditional consumer purchase journey,” said Marco Schnabl, co-founder of automotiveMastermind. “The vast resources offered by IHS Markit will help us achieve that vision faster.”

Co-founder Johannes Gnauck said: “Our behavior prediction technology will be exponentially richer by leveraging the wealth of IHS Markit data assets.”

United Road purchased by Carlyle Group


Vehicle transport and logistics provider United Road has been acquired by The Carlyle Group.

Terms of Carlyle’s purchase of United Road from Charlesbank Capital Partners were not disclosed. The Carlyle Equity Opportunity Fund II provided the equity for the deal, which was announced Tuesday.

Kathleen McCann will continue as chief executive officer of United Road, Mark Anderson remains chief operating officer and president, and the company will keep the rest of the executive team intact.

“The Carlyle Group’s global reach and expertise coupled with its reputation for helping companies thrive, makes it an exceptional investor partner for United Road,” McCann said in a news release.

“United Road is well positioned for continued growth in the new and remarketed vehicle segments. Our strengths are our dedicated team, great customers, geographic reach and our technology,” she said. “We have a nationally integrated network of providers and a proprietary technology platform that together give us the flexibility to respond quickly to customers’ needs. We expect the Carlyle team will help us accelerate our disciplined growth and further enhance our ability to serve our customers.”

Carlyle managing director Adam Glucksman added in the release: “United Road's growth in recent years is a testament to its superb leadership and quality customer service. To our partnership with Kathleen and her team, we'll bring Carlyle's deep transportation experience and network, which we believe will contribute meaningfully to United Road's continued growth trajectory.”

McCann said that United Road is likely to move more than 3.5 million vehicles in 2017, compared to 1.5 million in 2012. She lauded Charlesbank in helping drive the growth over the last five years.

“We are so grateful to Charlesbank and our amazing board of directors for their support over the past five years,” McCann said. “Our strategic growth platform was really turbocharged in late 2012 when we were acquired by Charlesbank. They provided the capital, support and encouragement to expand our reach and capabilities — both organically and through the acquisition of a major competitor, which gave us a deeper presence in the Southeast and Southwest U.S.”

Activity intensifies as more buyers, sellers enter market


A day after Kerrigan Advisors shared its latest report about dealership buy/sell activity, Haig Partners released its own analysis on this topic on Tuesday, explaining how action ramped up in the second quarter after getting a bit of a slow start at the beginning of the year.

The Haig Report indicated the number of dealerships sold in the U.S. during the second quarter increased to 66 rooftops from 62 rooftops during the same timeframe last year.

Year to date, Haig Partners calculated the number of dealerships sold in the U.S. has declined 17 percent from the same period in 2016, from 175 to 146, due to a particularly weak period of dealership sales in Q1.

While the total number of rooftops trading hands declined during this period, the firm insisted the amount of money spent by the publicly traded retailers on dealerships in the U.S. has increased sharply in 2017.

Through June 30, the report noted the publicly traded retailers had spent $538 million on U.S. dealerships, an increase of 91 percent from the $282 million spent in the same period in 2016.  

Lithia Motors was the most active of the publicly traded companies and continues to target underperforming large platforms in different parts of the U.S.

The report also highlighted profits at privately owned dealerships for the 12-month span that ended June 30 softened by 2.1 percent versus a year earlier to rising costs. 

Values of privately owned dealerships also fell 2.1 percent during this period, according to the Haig Report. Haig Partners’ franchise blue sky multiples were unchanged in Q2 from Q1.

Continuing the trend from 2016, the firm mentioned demand for dealerships shifted from luxury brands to mainline import and domestic brands that are heavier in trucks and SUVs. Purchases of luxury dealerships comprised 13.7 percent of transactions in Q2, down from 16.6 percent in Q2 2016.

Other key findings from the latest Haig Report include:

—Macroeconomic indicators such as GDP, interest rates, employment, number of miles driven and consumer sentiment remain highly favorable for dealers.

—Other trends such as used-vehicle pricing, incentive spending by the OEMs and rising inventories are growing less favorable to dealers.

—Total sales, including fleet, fell by 2.9 percent through July, although recent months have been steady. Average retail SAAR is down 1 percent so far this year.

—Declines in new and used gross profits per vehicle are being offset by gains in F&I and fixed operations.

—Sales and gross profits continue to increase at dealerships, but expenses are rising faster.

—The average dealership pre-tax profit over the last 12 months was $1.436 million

—Average estimated blue sky value per dealership dipped 2.1 percent from the end of 2016 to $6.91 million.

—Public auto retailers are spending more of their capital on acquiring auto dealerships in the U.S. than last year.

—Private equity firms and family offices continue to make substantial investments in auto retail.

—Acquisitions of dealerships, even in declining periods, can still provide a better return on investment than other assets classes.

Haig Partners president Alan Haig said, “As we expected, the sharp drop in the first quarter of the year has been offset by a strong Q2 and we are expecting robust conditions for the rest of the year. There are many buyers and sellers in the market and deal financing remains readily available.

“These are good conditions for buy-sells, so long as sellers understand that their leverage is more limited than in the past,” Haig continued. “Buyers have many options and are increasingly concerned about future profits. They are less likely to chase deals or pay big premiums. 

“If dealers want to sell their dealerships they will likely need to accept today's offer since tomorrow’s offer could be lower,” he went on to say.

Haig Partners is seeing these conditions in its current engagements that include domestic, import and luxury dealerships that range from Florida to New York to California.  The firm has closed dealership transactions with a value of over $3.6B over the past 20 years.

The Haig Report is published each quarter and is based on data gathered from many public sources, as well as interviews with leading dealer groups, and bankers, lawyers and accountants who specialize in auto retail. Included in each edition are Haig Partners’ blue sky multiples that serve as a gauge for franchise values.

You can also

11 overall trends around dealer buy/sell activity

IRVINE, Calif. - 

Kerrigan Advisors’ newest Blue Sky Report highlighted a notable willingness by dealers to take on minority and majority equity partners along with eight other trends involving buy/sell activity through the first half of 2017, which the firm classified as high.

According the report released on Monday, Kerrigan Advisors also expects activity during the second half of the year to surpass the first half, resulting in the fourth year in a row of more than 200 transactions.

Erin Kerrigan, founder and managing director of Kerrigan Advisors said in a news release, “2017 is on pace to be a record year for equity partner investment structures.

“We think this shift in buy/sell activity is mostly due to the increasing size and complexity of the dealership groups coming to market,” Kerrigan continued. “In addition, dealers are attracted to the opportunity to remain involved in the business post-transaction, while also taking some chips off the table.”

The report noted key data and analysis from the first half of this year included:

• 101 dealership buy/sell transactions completed in the first half of 2017, compared to 106 transactions during the first half of 2016.

• Multi-dealership transactions represented 25 percent of completed transactions in the first half of 2017. Those transactions saw a 23-percent rise in the number of franchises represented per transaction.

• Public retailers increased spending 61 percent in the first half of 2017, compared to the first half of 2016.

• Domestics’ share of the buy/sell market remained at 44 percent, while non-luxury imports saw their share of the buy/sell market increase to 39 percent.

• Toyota, Honda and Subaru dealerships enjoy high buyer interest with consistently high profitability.

• Amongst the publics, Lithia Motors and Penske Automotive Group have acquired 21 U.S. dealerships.

• The private sector acquired 93 percent of the franchises sold.

• Dealership real estate prices and rents rose slightly as compared to 2016

“We see resilience in the buy/sell market,” Kerrigan said. “Even though SAAR is down, it remains within a historically high range. Auto sales in the first half of 2017 were actually 5 percent higher than the trailing five-year average, and dealerships remain highly profitable.”

The report also identified three other key trends moving forward into the third and fourth quarters of this year, including:

• Dealers take on majority and minority capital partners.

• Reinsurance profits increasingly factor into buy/sells.

• Retiring key operators prompt some dealers to sell.

“One of the more interesting trends we see moving into Q3 and Q4 of 2017 is retirement-driven transactions, but not necessarily in the way you think,” said Ryan Kerrigan, managing director of Kerrigan Advisors. “When a key lieutenant retires, that’s prompting some older dealers to sell, versus finding a replacement.

“As a result, the retirement of key management, in combination with the aging of the dealer body, is increasingly prompting older dealers to sell,” Kerrigan went on to say.

Kerrigan Advisors is deeply involved in the buy/sell market having advised on the sale of 59 dealerships, including four of the Top 100 dealership groups in the U.S. Most recently, Kerrigan advised on the sale of Downtown LA Auto Group to Lithia Motors.

The Blue Sky Report, a Kerrigan Quarterly, is published four times a year and includes Kerrigan Advisor’s signature blue sky charts, multiples and analysis for each franchise in the luxury and non-luxury segments. The multiples are based on Kerrigan Advisors’ view of franchise values in the current buy/sell market and can be applied to adjusted pre-tax dealership earnings to estimate blue sky value.

To download the report, . 

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