O’Melveny Advises Genstar’s Brook + Whittle in Acquisition of Cenveo Custom Labels Group

FOR IMMEDIATE RELEASE

SAN FRANCISCO—April 6, 2022—O’Melveny represented Brook + Whittle, a portfolio company of San Francisco-based private equity firm Genstar Capital, in its definitive agreement to acquire the Custom Labels Group of Cenveo Worldwide Limited, a North American manufacturer of envelopes and custom labels headquartered in Stamford, Connecticut.

The transaction was announced on April 6 and is expected to close in Q2 2022.

Headquartered in Guilford, Connecticut, Brook + Whittle provides pressure-sensitive labels, shrink sleeves and flexible packaging, with a focus on sustainable solutions, complex decoration, and digital printing.

Genstar Capital is a leading private equity firm that has been actively investing in high quality companies for more than 30 years, with approximately $35 billion of assets under management.

The O’Melveny team advising Brook + Whittle and Genstar Capital was led by San Francisco M&A partner Todd Boes and Century City M&A partner Rob Graffum, with support from Century City associates John Peshtaz and Erin Kim, among others.

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Brook + Whittle issued the following announcement:

Brook + Whittle Continues Expansion with the announcement of a definitive agreement to acquire the Cenveo Custom Labels Group

GUILFORD, CT – April 6, 2022 – Brook + Whittle, a leading provider of pressure sensitive and shrink sleeve prime labels, today announced that it has signed a definitive agreement to acquire the Custom Labels Group within Cenveo Worldwide Limited (“Cenveo”).

The acquisition significantly enhances Brook + Whittle’s position in e-commerce and digital label printing in North America. “Cenveo’s Custom Labels Group is a differentiated business with incredible experience in short run volumes, fast turnaround service, and great product quality, all delivered through some of the world’s most advanced digital systems,” stated Mark Pollard, CEO of Brook + Whittle. “This acquisition places Brook + Whittle at the forefront of digital transformation in the label industry. Regardless of whether our customers require one or one billion labels, the combined platform has the capability to deliver high quality, custom designed products with the industry’s fastest lead-times. Brook + Whittle welcomes the Custom Labels Group employees, and we are excited about our collaboration to provide unmatched capabilities and value to our respective customers.”

“We are excited to accelerate our growth in joining the Brook + Whittle team,” said Andy Johnson, President of the Cenveo Custom Labels Group. “Their coast-to-coast platform and broad portfolio of capabilities will bring additional value to our client base and my team, and I look forward to bringing our expertise, industry-leading turnaround times, and outstanding product quality to the Brook + Whittle business.”

Robert G. Burton, Jr., CEO of Cenveo said, “First and foremost I would like to thank our remarkable employees for their commitment and excellence. We are proud of the business we have built and are pleased the Cenveo Custom Labels Group will be joining the team at Brook + Whittle. This transaction delivers great value to our shareholders and demonstrates the success of our strategic plan. Going forward, Cenveo is in an advantageous position as we look forward to our continued standing as North America’s leading envelope manufacturer.”

David Golde, Managing Director at Genstar, said, “Cenveo’s Custom Labels Group is a fantastic business that fits squarely into Genstar and Brook + Whittle’s thesis of expanding the capabilities of Brook + Whittle to drive increased value for its customers. Genstar is excited to continue supporting Brook + Whittle’s impressive growth through meaningful internal investments, as well as continued M&A to broaden and strengthen the company’s portfolio of products and services.”

Credit Suisse served as financial advisor to Cenveo on the transaction. AlixPartners acted as carve-out and operational advisor to Cenveo. Credit Suisse is providing committed financing in support of the transaction. Wells Fargo Securities and O’Melveny & Myers advised Brook + Whittle and Genstar.

The transaction is expected to close in Q2 2022.

About Brook + Whittle

Brook + Whittle is a leading North American manufacturer of premium prime label solutions with highly differentiated capabilities, entrusted by some of the most well-known brands. The company provides pressure sensitive labels, shrink sleeves and flexible packaging, with a focus on sustainable solutions, complex decoration, and digital printing. With a heritage rooted in product development and comprehensive in-house manufacturing, the company draws on its wide variety of specialized printing expertise, including flexographic, rotogravure, and digital. Brook + Whittle operates nine production facilities across the US. To learn more about Brook + Whittle, visit www.brookandwhittle.com

About Genstar Capital

Genstar Capital (www.gencap.com) is a leading private equity firm that has been actively investing in high quality companies for over 30 years. Based in San Francisco, Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. Genstar currently has approximately $35 billion of assets under management and targets investments focused on targeted segments of the financial services, industrials, healthcare, and software industries.

About Cenveo

Cenveo is a leading North American manufacturer of envelopes and custom labels with over 100 years of experience. Headquartered in Stamford, Connecticut, Cenveo’s team of more than 2,900 employees is focused on delivering quality products and service to some of the world’s most recognized brands. Cenveo operates 20 facilities nationwide with a commitment to producing world-class products that foster a more sustainable future. For more information, please visit us at www.cenveo.com.