Clayton Dubilier & Rice (“CD&R” or the “Firm”) today announced that it has entered into a definitive agreement for funds it manages to acquire Shearer’s Foods (“Shearer’s” or the “Company”), a leading contract manufacturer and private label supplier serving the snack industry in the United States and Canada, from Ontario Teachers’ Pension Plan Board (“Ontario Teachers’”). Terms of the transaction were not disclosed. As part of the transaction, Ontario Teachers’, Shearer’s existing majority shareholder, will exit its position in the Company.

Founded in the early 1900s, Shearer’s today is an award-winning supplier to some of the largest and most well-known retailers and consumer branded companies. The Company has an expansive manufacturing footprint and diversified offering that has enabled it to become a leading manufacturer of salty snacks and cookies and crackers products. Based in Massillon, Ohio, the Company is led by Executive Chairman Bill Nictakis and CEO Mark McNeil.

“CD&R shares our focus and commitment, and their track record of helping build stronger, more sustainable businesses makes the firm an ideal partner as we continue to drive our business forward,” said Mr. Nictakis. “At the same time, I would like to express my gratitude to the Ontario Teachers’ team. Under their more than a decade of ownership, we have successfully grown our footprint and significantly diversified our offerings to our valued customers.”

Echoing Mr. Nictakis’ sentiments, Mr. McNeil added, “As Shearer’s enters a new phase of growth, we are excited to be joined by a team with the experience, expertise and resources to support our mission of producing high-quality, innovative and delicious snacks that we are proud to serve to our families, friends, customers and retailers.”

“We have deep admiration and respect for Shearer’s, a leading business that shares our core values in a sector and operating model we know and understand well,” said John Compton, CD&R Operating Partner and former President of PepsiCo and CEO of PepsiCo North America, including the Frito-Lay, Quaker and Pepsi beverage divisions. “We are thrilled to be partnering with Bill and Mark to build on Shearer’s history of success in serving great-tasting snacks.”

“We have strong conviction in the differentiated manufacturing capabilities and category management the Company provides, and our goal is to support the team in further scaling operations and capturing the many opportunities ahead to better serve Shearer’s customers,” said J.L. Zrebiec, CD&R Partner.

Ontario Teachers’ initially invested in Shearer’s in 2012 and became a significant majority owner in 2015. The Company has grown from five plants to 17 and has become one of the largest producers of private label and co-manufactured salty snacks in North America. In this time, Shearer’s has also invested in its plant network to strengthen its relationships with strategic blue-chip customers, while also diversifying its geographic and product mix.

“Over the past decade, we have been proud to partner with the Shearer’s management team as it established itself as a market leader in North America for private label and contract manufactured salty snacks, cookies and crackers. Shearer’s has achieved this position by consistently delivering high-quality and innovative products, while expanding its market presence,” said Raymond Shiu, Managing Director, Private Capital at Ontario Teachers’.

“With the investments Ontario Teachers’ has made into Shearer’s over the past decade, we are excited to see the Company reach new heights in the future. We wish CD&R, Bill, Mark, and everyone at Shearer’s continued success in the Company’s next stage of growth,” said Harj Shoan, Senior Managing Director, Private Capital at Ontario Teachers’.

Deutsche Bank Securities Inc., UBS Investment Bank, BMO Capital Markets Corp, BNP Paribas, RBC Capital Markets LLC and TD Securities provided financing and served as financial advisors to CD&R. Blue Owl Capital Inc. and Goldman Sachs Bank USA provided financing to CD&R. Debevoise & Plimpton LLP served as legal advisor to CD&R. Goldman Sachs & Co. LLC served as exclusive financial advisor and Kirkland & Ellis served as legal advisor to Shearer’s.

About Clayton, Dubilier & Rice
Founded in 1978, Clayton, Dubilier & Rice (CD&R) is a leading private investment firm with a strategy of generating strong investment returns by building stronger and more sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr-inc.com and follow the firm’s activities through LinkedIn and @CDRBuilds on X/Twitter.

About Shearer’s Foods
Shearer's is a leading contract manufacturer and private label supplier in the snack industry in North America. Headquartered in Massillon, Ohio, Shearer's has 17 state-of-the-art, geographically diverse manufacturing facilities in Ohio, Texas, Arkansas, Arizona, Florida, Minnesota, Pennsylvania, Oregon, Virginia, Iowa, Ontario and Alberta including one of the industry's first Leadership in Energy and Environmental Design platinum LEED certified facilities in Massillon, Ohio. The Company is known for producing the highest quality snacks in assorted flavors and sizes, including kettle cooked potato chips, traditional potato chips, tortilla chips, cheese curls and other extruded snacks, and corn chips, as well as cookies, crackers, and wafers.

About Ontario Teachers'
Ontario Teachers' Pension Plan Board (Ontario Teachers') is a global investor with net assets of C$249.8 billion as at June 30, 2023. We invest in more than 50 countries in a broad array of assets including public and private equities, fixed income, credit, commodities, natural resources, infrastructure, real estate and venture growth to deliver retirement income for 336,000 working members and pensioners.

With offices in Toronto, London, Hong Kong, Singapore, Mumbai and San Francisco, our more than 400 investment professionals bring deep expertise in a broad range of sectors and industries. We are a fully funded defined benefit pension plan and have earned an annual total-fund net return of 9.4% since the plan's founding in 1990. At Ontario Teachers', we don't just invest to make a return, we invest to shape a better future for the teachers we serve, the businesses we back, and the world we live in. For more information, visit otpp.com and follow us on LinkedIn.