Global Leisure Partners LLP
20 Balderton Street, London, W1K 6TL, United Kingdom
Tel: +44 (0) 20 7016 8050, Fax: +44 (0) 20 7016 8060
Email: info@glp.uk.com
Web: www.globalleisurepartners.com
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Bespoke Capital Partners

Merchant Banking Strategy

Following the completion of the $182 million investment into 24 Hour Fitness that we did in partnership with Dean Bradley Osborne, the joint managing partners, Rob Berner and Mark Harms, have agreed to establish a 50/50 venture for additional merchant banking transactions. Rob's entity RLB3 Partners, and GLCP, the principal investment arm of GLP has established "Bespoke Capital Partners LLC ("Bespoke")". Bespoke Capital Partners' name succinctly describes the business model:

Bespoke
The definition of bespoke is "custom made". Bespoke tailors solutions to complex investment transactions requiring a thoughtful approach, deep sector knowledge, and a clear understanding of the company's and other shareholder's needs.

  • 24 Hour Fitness - the 24 Hour Fitness transaction was bespoke, in that we designed solutions to a variety of issues that the sellers had identified (maximize certainty, avoid an auction, achieve a fair price, manage a complex set of timing and management issues). We brought in AEA and Ontario Teachers' Pension Plan, together with a fully underwritten financing from JP Morgan, to maximize certainty of closing. We met the seller's price objectives, which enabled them to avoid a second auction process for the business. We worked to the seller's timetable, as they were selling another business and reached agreement with us, then put our deal on hold while they finalized the other transaction, then completed ours quickly and efficiently. As we had as GLP Operating Partners two outstanding sector executives who were prepared to step in to run the company if necessary, we were able to mitigate a potentially onerous management transition issue. In the end we closed the deal expeditiously, including raising capital in two months; inserted two GLP Operating Partners as the new CEO and President of the company; and developed a value enhancement strategy which is now in execution mode. The 24 Hour Fitness transaction is the model for Bespoke. 
  • Nomacorc – the Nomacorc transaction is also bespoke, in that we designed a transaction structure to meet the needs of the Company's founder, Marc Noel, whose firm Noel Group is Bespoke's partner in the investment, and also meet the needs of the selling shareholder Summit Partners.  Marc Noel was seeking a partner who could bring a long term perspective (potentially as long as ten years), a significant amount of industrial knowledge (which we brought via Ken Lamb, the GLP Operating Partner who is one of the world's leading experts on wine), strategic and transactional value added (which GLP will do with its presence in Europe), as well as a significant amount of capital (we raised c $70 million and invested $47 million into Nomacorc).  Summit was seeking to maximize certainty, avoid an auction, achieve a fair price, and complete the deal quickly.  We worked to the Seller's timetable, completing the transaction in approximately three months start to finish, raising the needed debt and equity capital, completing due diligence, and enhancing a carefully thought out platform development strategy.  Two GLP Operating Partners, Ken Lamb and Bill Rogers, were instrumental in completing the transaction and acted as consultants to the consortium.  They will join the board of Nomacorc as well as having board roles in the General Partner of the fund we established to make the investment.  

Capital
Bespoke will be in the capital raising business, as principal. We plan to raise capital as sponsor or co-sponsor. As we have total flexibility as to size and structure, we can tailor the amount and type of capital that we provide to a given situation. We can make debt, mezzanine and equity investments, with size ranging from very small (<$50 m) to very large ($200+ million).

Partners
Rob Berner, Lindsay Harms, and Mark Harms are all partners in this venture, along with the other investors in and shareholders of GLP. Bespoke will in every situation partner with management, and likely also with GLP Operating Partners. For larger transactions we will also partner with sector leading private equity firms with which we have close and long standing relationships. We will identify the "right" capital for each opportunity, and then bring together our capital, and the transaction, in a highly thoughtful and structured way. We will be partnering with the capital that we raise, and acting as a steward for and manager of this capital.

The Team
The Managing Partners are Robert Berner III and Mark Harms. The investment committee is constituted of Rob Berner, and Lindsay and Mark Harms. The Managing Partners will be supported by the GLP team in London, in particular by Michael Petschler.

Robert Berner III, joint managing partner of BCP, is a highly experienced investor. Rob was a senior Morgan Stanley banker, running the consumer group, prior to moving to private equity. He first worked at Charterhouse, then joined Ripplewood ultimately becoming the #2 partner there, then joined CVC to co-head their North American business. Rob has completed over 20 buyouts in his private equity career, investing over $2 billion. Rob left CVC to set up RLB3 Capital, a holding company for his private investments.  Rob is currently chairman of three businesses: DDS, a circa $300m retail distribution & services businesses owned by him and his brother in law; Johnnie-O, a fast growing branded apparel company; and Lottery Rewards, a business founded by the former CEO of the NY State Lottery. Rob is based in the New York area.

The Strategy
Bespoke Capital Partners' objective is to invest in 5-10 portfolio companies over the next five years, across the leisure and consumer space, in both the US and Europe, creating a diversified portfolio of businesses. Our goal is to reach $1.0+ b in AUM, investing between $10 m on the small end, to $200+ m on the high end, per deal.

We will augment our already powerful existing group of 65 GLP Operating Partners with additional sector experts who can help us seek to manage, supervise and add value to the investments in the portfolio. Our objective is to be disciplined regarding our investments. We plan to take either significant minority stakes with strong governance rights and carefully thought through exit provisions, or controlling stakes in the businesses we back. We will not do passive co investment.

We will seek transformational opportunities, either by investing in growth, industry consolidation or turnaround situations. Opportunities that will be of interest to us will combine an attractive valuation, strong growth/turnaround prospects, and potential for operational improvement leveraging our operating capabilities. We do not plan to participate in auctions. We will seek a combination of transaction fees to help pay the overhead, and management and incentive fees to compensate us for the value we expect to add.

We will expand our partnering activities with the private equity firms that we regard as market leaders and best in class, leveraging their infrastructure and expertise for larger transactions, as well as access to debt financing. As many funds reduce the absolute size of their commitments, they welcome value added partners such as us, as an additional source of capital to augment their LP relationships.

We believe our business model is compelling to many of the more sophisticated family office and institutional investors, as with our model they don't have to pay management fees on uninvested capital. They also have a direct say over whether or not they make an investment, and will have a more aligned management and incentive fee structure than is the norm with "traditional" private equity. We have a strong group of existing LP investors desirous of more product from us, and a group of potential LP investors who couldn't invest in either of 24 Hour or Nomacorc  primarily as a result of timing issues.

GLP is a "women and minority owned business" by virtue of the fact that Lindsay Harms is a co-founder, equal controlling shareholder of GLP and board member of FCP. We plan to build on this significant point of differentiation with both capital providers and target companies.

We are excited about the next phase of growth of GLP, with a strong partner, a sound business plan, and a lot of deal opportunities. We believe that the creation of Bespoke will help our advisory business, as not every opportunity will be appropriate for Bespoke. Our philosophy has always been to tailor solutions for our clients, and invest where appropriate and welcomed, and we will continue to take this approach.