Hi-Tech Testing Service, Inc.

A leading non-destructive testing and inspection company with a significant presence in oil and gas exploration (especially in emerging shale regions) and industrial markets. The Company uses various methodologies including conventional radiography and mechanical integrity testing, as well as advanced NDT methods, to avoid failure of pipelines, tanks and vessels.

Transaction Summary

Brookwood Associates advised Pine Tree Equity Partners (“Pine Tree”) and its portfolio company Hi-Tech in its sale to Professional Service Industries, Inc. (“PSI”), a portfolio company of Olympus Partners.

Engagement Process and Outcomes

Recent History – Hi-Tech was experiencing rapid growth due to accelerating pipeline construction and drilling activity in shale plays, had recently completed an add on acquisition, and completed a second add-on during the sale process. Thoughtful explanation of the Company’s growth trajectory and thorough understanding of industry trends were crucial to maximizing value.

Effective Positioning – After conducting thorough due diligence, Brookwood drafted marketing materials emphasizing (i) a history of consistent growth and drivers of continued growth; (ii) a diversified base of blue chip customers; (iii) long term viability of shale play activity as a source of growth; (iv) differentiation from competitors by service and technician training quality; and (v) the significantly accretive impact of add-on acquisitions.

Strong Marketing, Qualification and Negotiation Processes – Brookwood ran a broad marketing process targeting a global group of strategic and financial buyers that generated several attractive offers for Pine Tree and management to evaluate. Brookwood worked closely with the buyer and seller deal teams to negotiate a letter of intent, complete extensive due diligence, and negotiate a signed purchase agreement while minimizing the transaction’s demands on management’s time.

The Result – Brookwood generated attractive alternatives for Pine Tree and management despite a complex growth story and an uncertain economic and industry environment, highlighting Brookwood’s deep sector knowledge and process management skills.  This transaction provides Hi-Tech with a highly complimentary organizational partner while generating an attractive return for Pine Tree.