Watch Hill Partners LLC

Houghton International Inc.


600 Lexington Avenue
19th Floor
New York, NY 10022

phone  212.400.3900
fax  212.400.3914

Case Studies

Houghton International Inc.

On December 15, 2005, Houghton International Inc. (“Houghton”) announced it successfully closed new senior secured revolver and term loan facilities totaling $115 million. Initial proceeds were used to repay substantially all of the company's existing senior and subordinated indebtedness. Watch Hill Partners acted as Houghton's exclusive financial advisor on this strategic refinancing.

The refinancing significantly reduced Houghton's overall borrowing costs and streamlined the company's capital structure by eliminating both expensive subordinated debt and significant asset encumbrances. Additionally, the unused borrowing capacity of the new facilities provided the company with enhanced financial flexibility. In a competitive process managed by Watch Hill, JP Morgan Securities was selected to act as Lead Arranger and Bookrunner for the transaction. Proposed terms and proposed transaction costs improved significantly during the course of the Watch Hill-run process.

Since 1865, Houghton International Inc. has been serving the metalworking, automotive and steel industries, along with a variety of other markets, with the development and production of specialty chemicals, oils, and lubricants. Headquartered in Valley Forge, Pennsylvania, privately-held Houghton maintains manufacturing and research facilities throughout the world. In 2005, Houghton's global revenues exceeded $425 million. Unequaled in the industry for technical support, Houghton's unique FLUIDCARE® chemical management program provides customers new ways to save on overall processing and disposal costs, and increase processing performance. Houghton International continues to expand its Pacific Rim operations and grow its worldwide facilities.

Subsequent to completing the transaction, Houghton retained Watch Hill for a follow-on assignment, as its ongoing exclusive investment banking advisor.

On March 31, 2006, Houghton International Inc. (“Houghton”) announced the completion of a tender offer for 550,000 shares of its common stock. The company arranged the tender offer in order to provide liquidity to some of its existing non-management shareholders. Watch Hill Partners acted as Houghton's exclusive financial advisor on this transaction.

As a privately-held company which has been in operation for more than 140 years, Houghton occasionally seeks a liquidity mechanism for its shareholders. Watch Hill conducted a process to indentify a financial sponsor that would be a valuable long-term investor in Houghton. After meeting with a select number of potential investors, the company selected GSO Capital Partners (“GSO”), a New York based investment management firm to establish a minority investment in Houghton.

The tender offer was part of a broader, strategic recapitalization of Houghton advised on by Watch Hill. In December 2005, Houghton refinanced substantially all of its existing senior and subordinated debt. The refinancing significantly reduced Houghton's overall borrowing costs and streamlined the company's capital structure. Additionally, the unused borrowing capacity of the new facilities provided the company with enhanced financial flexibility.

Since 1865, Houghton International Inc. has been serving the metalworking, automotive, and steel industries, along with a variety of other markets, with the development and production of specialty chemicals, oils, and lubricants. Headquartered in Valley Forge, Pennsylvania, privately-held Houghton maintains manufacturing and research facilities throughout the world. In 2005, Houghton's global revenues exceeded $425 million.

Subsequent to completing the recapitalization, Houghton retained Watch Hill as its ongoing exclusive investment banking advisor.



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