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2016

2016 - Berkshire Partners principles and commit to ... managed security and cloud communication solutions to enterprises. ... for the food service industry and provides locally

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Page 1: 2016 - Berkshire Partners principles and commit to ... managed security and cloud communication solutions to enterprises. ... for the food service industry and provides locally

2016

Page 2: 2016 - Berkshire Partners principles and commit to ... managed security and cloud communication solutions to enterprises. ... for the food service industry and provides locally

200 Clarendon StreetBoston, Massachusetts 02116Tel. (617) 227-0050www.berkshirepartners.com

Year-End Summary

Page 3: 2016 - Berkshire Partners principles and commit to ... managed security and cloud communication solutions to enterprises. ... for the food service industry and provides locally

As we embark on a new year, with its promise of fresh opportunity, it has become our tradition to share musings on the happenings of the past 12 months. With a polarizing U.S. presidential election, a mixed bag of economic conditions, geopolitical uncertainty, and, yes, a Chicago Cubs victory that even Boston fans could applaud, 2016 was, shall we say, interesting.

Low interest rates, readily available credit and high valuations continue to fuel an active and competitive investment environment. Our response is to apply our fundamental investment principles and commit to backing strong, growing companies managed by exceptional teams. This approach served us well in 2016 as our private equity team invested in three new companies and completed several add-on acquisitions. In the following pages, we will introduce Masergy, Parts Town and our briefer-than-expected holding, Mattress Firm.

We are pleased with the health of our overall portfolio and grateful for the hard work of each company’s team. Over the course of the year, not only did our companies deliver strong operating performance, but some also achieved liquidity events. Of particular note, Aritzia completed an initial public offering in October.Aritzia has been part of the Berkshire family for more than 10 years, and we are proud of the company’s development over that time. We view each company’s investment horizon uniquely and have found that our patient approach and commitment to lasting value creation have led to rewarding partnerships over many years.

We also fully realized our investment in Tower Development Corporation (TDC) upon the company’s acquisition by Crown Castle International (CCI), a former Berkshire portfolio company. TDC is a developer of towers and other wireless communications infrastructure that we formed

2016Year-End Summary

during the financial crisis of 2009 in close collaboration with CCI. Our relationship with CCI spans more than 20 years and is a testament to how we seek to partner with great companies in new, creative ways.

Our marketable securities group, Stockbridge, entered its 10th year and currently manages over $2 billion in assets. The team remains dedicated to seeking investments in high-quality public companies with long-term growth potential. The ongoing collaboration between Stockbridge and our private equity team continues to prove beneficial, including with our aforementioned investment in Mattress Firm.

Within our firm, we recognized two significant milestones over the course of 2016. In March, we finished raising Berkshire Fund IX, our $5.5 billion private equity fund. We appreciate the continued support from many long-standing relationships and are pleased to welcome aboard some great new investors. With strong conviction in our model, and a desire to align ourselves with our limited partners, we remain our own largest investor.

Additionally this past year, we celebrated Berkshire’s 30th anniversary. Since our founding, we have viewed the development and stability of our team, as well as the way we work together, as key elements of our success. We have

continued to evolve and add to the capabilities of the firm in order to compete effectively in today’s market.

As we turn to 2017, we wish to extend our sincere appreciation to our portfolio companies and their management teams, our investors, partners and the many supporters who have become friends along the way. We look forward to building upon these relationships in the years to come.

Best wishes for a happy and healthy new year.

Your friends at Berkshire Partners

January 2017

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CONTENTS

IPO of Aritzia 6

Investment in Masergy 8

Investment in/Sale of Mattress Firm 10

Investment in Parts Town 12

Sale of Tower Development Corporation 14

Portfolio Highlights 16

About Berkshire Partners 18

Our Team 19

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Who is Aritzia?Staying relevant in the competitive world of fashion requires an ability to artfully blend trendsetting design with timeless appeal. For over 30 years, Aritzia has mastered this balance, outfitting women in stylish, tasteful apparel and accessories. Aritzia offers customers a unique assortment of exclusive products developed in-house as well as a curated selection of third-party brands. Since its original store opened in Vancouver in 1984, Aritzia has grown to more than 75 stores throughout Canada and the United States.

Our Investment:In December 2005, Berkshire Partners invested alongside founder and CEO Brian Hill in a recapitalization of the company. In October 2016, Aritzia completed an initial public offering on the Toronto Stock Exchange (TSX: ATZ). We remain a significant investor in the company.

During Our Chapter:During our ownership period, Aritzia has more than tripled its store count and has entered the U.S. market. The company also launched its e-commerce platform and now engages with customers through a dynamic digital marketing strategy. To support its impressive growth and expansion, Aritzia has invested meaningfully in talent development and back-office infrastructure, including ERP and warehouse management systems. Over three decades, the company has successfully navigated fashion cycles and retail trends. We are proud of our enduring partnership with the Aritzia team and the company’s many accomplishments.

HEADQUAR TERSVancouver, BC

WEBSITE www.aritzia.com

YEAR INVES TED 2005

YEAR OF IPO2016

IPO OF

Aritzia

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HEADQUAR TERSPlano, TX

WEBSITE www.masergy.com

YEAR INVES TED2016

Who is Masergy?In today’s digital world, fast, secure and reliable networks are critical to supporting an organization’s daily operations. Masergy owns and operates the largest global independent Software Defined Platform, delivering hybrid networking, managed security and cloud communication solutions to enterprises. Founded in 2000, Masergy currently serves businesses in more than 75 countries, providing leading technology, flexible solutions and superior customer service.

Our Investment:In December 2016, Berkshire Partners invested alongside management in a recapitalization of the company.

Our Perspective:The demand for managed network services is quickly expanding as companies deploy more complex and geographically dispersed networks with steadily increasing performance and bandwidth requirements. Masergy utilizes leading technologies to deliver highly customized and fully managed wide-area network solutions, enabling its customers to seamlessly communicate, exchange data and stay connected across branches, stores and offices. With its patented technologies, tailored solutions and exceptional commitment to customer service, Masergy relieves its customers of complex IT challenges and allows them to focus on growing their businesses.

INVES TMENT IN

Masergy

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Who is Mattress Firm?There’s no substitute for a good night’s sleep, and thankfully, with its broad selection of traditional and specialty mattresses from leading manufacturers, Mattress Firm can help you rest comfortably. Mattress Firm is the nation’s largest specialty bedding retailer, offering a wide range of mattresses, bedding accessories and other related products. Founded in 1987, Mattress Firm operates more than 3,500 stores across 48 states.

Our Investment:We have followed the mattress industry for years, and in 2012, Stockbridge established a position in Mattress Firm. During the second half of 2015, Berkshire’s private equity team commenced diligence on Mattress Firm and began acquiring the company’s shares on the open market later that year and in early 2016. As another example of firm-wide collaboration, Stockbridge

contributed to the private equity diligence efforts and also invested additional capital in the company. Following our investment, we joined the company’s board of directors.

Our Perspective:As the nation’s largest specialty bedding retailer, Mattress Firm generates substantial competitive advantages, positioning the company as a powerful player in a growing market. With its 2016 acquisition of Sleepy’s, Mattress Firm significantly expanded its geographic footprint and market share.

Our Exit:Our holding period was shorter than expected as the company received an unsolicited purchase offer from Steinhoff International, a global value and discount furniture retailer. The transaction closed in September 2016.

INVES TMENT IN / SALE OF

Mattress Firm

HEADQUAR TERSHouston, TX

WEBSITEwww.mattressfirm.com

YEAR INVES TED2015–2016

YEAR REALIZED2016

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HEADQUAR TERSAddison, IL

WEBSITE www.partstown.com

YEAR INVES TED2016

Who is Parts Town?For restaurants, broken cooking equipment leads to potential customers leaving hapless and hungry. Restaurant owners need quality repair parts and service delivered quickly. Parts Town is the fastest-growing distributor of genuine OEM repair and maintenance parts for the food service industry and provides locally focused field service and technical support. Founded in 1987, Parts Town works closely with leading manufacturers of commercial cooking, refrigeration, ice and beverage equipment to improve their parts supply chains, satisfy their customers and grow aftermarket parts sales.

Our Investment:In June 2016, Berkshire Partners invested alongside management and existing investors in a recapitalization of the company.

Our Perspective:The restaurant equipment parts industry exhibits steady growth and recession-resistant characteristics. In this highly fragmented, many-to-many market, large national distributors such as Parts Town play an increasingly important role in the supply chain. Parts Town’s industry-leading e-commerce platform offers customers broad access to parts inventory, allowing for efficient planning and timely service. With its highly capable management team and an extraordinary commitment to customer service and innovation, Parts Town is poised to continue its impressive growth in the United States and abroad.

INVES TMENT IN

Parts Town

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Who is Tower Development Corporation?Mobile communications have become essential to everyday life, and wireless towers are the critical link to providing quality, reliable connections. Tower Development Corporation (TDC) is a developer and acquirer of towers and other wireless communications infrastructure, working in close collaboration with Crown Castle International (NYSE: CCI). Through this partnership, TDC and CCI built and acquired a portfolio of more than 335 towers in the continental United States and Puerto Rico.

Our Investment:In March 2009, Berkshire Partners formed TDC in partnership with CCI. In April 2016, Berkshire fully realized its investment when CCI acquired the company.

During Our Chapter:TDC was yet another chapter in Berkshire’s long history of investing in the wireless infrastructure sector. Since founding the company in 2009, members of Berkshire’s investment staff served as the TDC management team and directed the company’s strategy and capital deployment. Berkshire’s team reviewed and approved all tower build opportunities on a site-by-site basis and worked closely with CCI to conduct diligence, negotiate and execute on all acquisitions. We are proud of the tower portfolio TDC developed and of our ability to continually find new ways to collaborate with a long-term partner like CCI.

SALE OF

Tower DevelopmentCorporation

HEADQUAR TERSBoston, MA

YEAR INVES TED2009

YEAR REALIZED2016

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Opening Ceremony

INITIAL INVES TMENT:2014

• Launched successful design collaborations with brands such as Esprit and Vans

• Continued talent development and organization building

Protelindo

INITIAL INVES TMENT:2015

• Acquired 2,500 towers from Indonesian wireless carrier XL Axiata

• Continued building new towers and increased colocation activity

Portillo’s

INITIAL INVES TMENT:2014

• Opened five restaurants, including the company’s first in Florida and Wisconsin

• Extended decade-plus record of positive comparable store sales growth

• Launched new app featuring mobile ordering

Rockport

INITIAL INVES TMENT:2015

• Drove revenue growth through refreshed product lines and new marketing initiatives

• Added executives to senior management team and board

• Established independent IT systems and logistics infrastructure to achieve separation from adidas in North America

Portfolio Highlights

Farm Boy

INITIAL INVES TMENT:2012

• Opened five stores in FY 2016, including four outside of the company’s core Ottawa market

• Continued to generate strong comparable store sales

Husky

INITIAL INVES TMENT:2011

• Appointed Larry Kingsley as Chairman

• Launched barrier solution, expanding Husky’s addressable market by providing customers new opportunities to use PET

HMT

INITIAL INVES TMENT:2007

• Navigated difficult energy sector conditions

• Invested in new product development and upgraded manufacturing equipment

• Streamlined European operational footprint

Implus

INITIAL INVES TMENT:2015

• Completed two acquisitions, enabling further growth in core product categories and into new geographies

• Appointed two new independent board members

• Continued international growth, including expansion of operations in South Africa and Canada

Access

INITIAL INVES TMENT:2014

• Expanded operations into 16 new U.S. and international markets

• Completed more than 10 acquisitions, including select assets of Recall

• Added key members to senior management team

Catalina

INITIAL INVES TMENT:2014

• Hired Andy Heyman as CEO

• Appointed three new independent board members

Affordable Care

INITIAL INVES TMENT:2015

• Continued rollout of implant-supported denture services and introduced a new injection-molded denture technology

• Successfully opened dental practices in nine new markets

Citizens of Humanity

INITIAL INVES TMENT:2006

• Entered creative partnerships with key customers, including Aritzia

• Increased market share within specialty retail channel

Lightower

INITIAL INVES TMENT:2013

• Completed integration of Fibertech

• Expanded fiber network in the Midwest, Mid-Atlantic and New York City markets, adding more than 1,800 route miles and 4,200 service locations

• Achieved record bookings

National Vision

INITIAL INVES TMENT:2005

• Continued to generate strong comparable store sales

• Opened nearly 80 America’s Best and Eyeglass World locations

Melissa & Doug

INITIAL INVES TMENT:2010

• Added key members to senior management team

• Relaunched website to drive customer engagement and e-commerce

NEW Asurion

INITIAL INVES TMENT:2006

• Continued subscriber growth in the Americas

• Further integrated Soluto Service and launched Same Unit Repair platform

• Achieved strong growth in Japan and launched in new international markets

SRS

INITIAL INVES TMENT:2013

• Continued to generate strong comparable store sales

• Opened 14 greenfields and completed 5 acquisitions

TransDigm

INITIAL INVES TMENT:2008

• Completed three significant acquisitions

• Declared a special dividend

Torres Unidas

INITIAL INVES TMENT:2012

• Acquired additional towers in the Andean region and built more than 60 new tower and rooftop sites

• Drove revenue growth by increasing colocation and amendment activity on existing portfolio

• Continued to scale organization, including hiring a new CFO

Vi-Jon

INITIAL INVES TMENT:2006

• Successfully expanded into the institutional channel

• Launched new household cleaning supplies product line

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Berkshire Partners, a Boston-based investment firm, pursues investments in both private equity and marketable securities. Since 1986, the firm has raised nine private equity funds with more than $16 billion in aggregate capital and has made over 115 investments in primarily middle market companies. Berkshire has developed specific industry experience in several areas including consumer products and retail, communications, business services, industrials and healthcare. Within private equity, Berkshire seeks to invest $50 million to $500 million of capital in each portfolio company and has a strong history of partnering with management

teams to grow the companies in which it invests with the goal of consistently achieving superior investment returns. The firm invests in marketable securities through Stockbridge Investors, which was founded in 2007 and seeks to manage a concentrated portfolio of attractive long-term investments. Collectively, the firm benefits from its shared experiences, insights and relationships. For additional information, visit www.berkshirepartners.com.

About the Firm

PRIVATE EQUIT YMANAGING DIRECTORSSam AdamsMike AscioneBrad BloomDave BordeauKen BringJane Brock-WilsonKevin CallaghanChris HadleyLarry HamelskyShar HeslamBeth HoffmanMatt JancharRoss JonesTom KuoRichard LubinJosh LutzkerGreg PappasMarni PayneRandy PeelerRaleigh ShoemakerRob SmallEJ Whelan

PRINCIPALSBlake GottesmanJosh JohnsonBen LevyJon NugerSam Spirn

BUSINESS DEVELOPMENTJeff DodgeNii Amaah Ofosu-Amaah

CAPITAL MARKETSMatt Janchar Liz Chang

PORTFOLIO SUPPORTGreg PappasChris DaceyJason GrapskiAaron MillerTom NolanJustin Ruel

VICE PRESIDENTSCandice CorvettiWhitney KellyJohn NelsonTed RainaudAmelia RandomHoward SingerDrew Walker

ASSOCIATESCarl DaherMarcus DodykJanesha DuaSamuel FordMichael GayFritz von GuionneauLadd HamrickTyler JenningsConnie LeeKristina LeeSpencer MurrayChris PerezWill PetrieAaron ScheinfeldPauline Yang

ADVISORY DIRECTORSGideon ArgovMike GrebeJeff HendersonJohn KellyLarry KingsleyMike MilesKen Pucker

SENIOR ADVISORSChris Clifford Carl Ferenbach Garth Greimann

ADMINISTRATIONReuben AckermanCompliance

Sam AdamsTalent

Ken BringFinance

Shar HeslamLegal

Raleigh ShoemakerInvestor Relations

Jeff WhitakerOperations

STOCKBRIDGERob SmallJon MeyerAnil SeetharamMatt BernerSaad HasanJustin HuppPrithvi ShankarNeil MachharJoe McLaughlinAnn OhJennifer SongAlex Philips

Our Team

Berkshire Partners pursues investments in both private equity

and marketable securities.

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This 2016 Year-End Summary contains information regarding a subset of Berkshire Partners investments, which does not represent all Berkshire Partners investments. The investments identified herein represent all new private equity investments (excluding portfolio company add-on transactions) and exits during 2016, as well as all current private equity portfolio companies as of January 2017. It should not be assumed that any investments discussed herein were or will be profitable, or that any other Berkshire Partners investments will have similar characteristics. The views expressed herein reflect the opinions of Berkshire Partners as of January 2017 and are subject to change. Nothing herein constitutes an offer or solicitation of an offer to buy any security.

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Berkshire Partners 200 Clarendon Street Boston, Massachusetts 02116

Telephone: 617 227 0050 Fax: 617 227 6105 www.berkshirepartners.com