SOURCE: Hanley Wood

May 26, 2005 16:59 ET

JPMorgan Partners to Acquire Hanley Wood From Veronis Suhler Stevenson in Second Largest B-to-B Media Deal

NEW YORK, NY -- (MARKET WIRE) -- May 26, 2005 -- An investment group led by JPMorgan Partners (JPMP), a private equity affiliate of J.P. Morgan Chase & Co. (NYSE: JPM), today announced that it has entered into a definitive agreement to acquire Hanley Wood, the leading business-to-business media company serving the residential and commercial construction industries, from Veronis Suhler Stevenson. The parties expect, when all accounts are settled, the deal will represent the second largest business-to-business media transaction in the U.S., trailing only the sale of Advanstar in 2000. The investment group also includes Wasserstein & Co., and current and former Hanley Wood management.

Hanley Wood, based in Washington, D.C., is one of the ten largest business-to-business media companies in the U.S. with five operating divisions. Hanley Wood Magazines publishes 22 trade titles, including Builder and Remodeling; Hanley Wood e-Media operates a profitable collection of 17 Web sites, including Builder Online, Remodeling Online, and ebuild, a comprehensive online guide to building products; Hanley Wood Exhibitions (based in Dallas) produces 15 premier construction industry events, four of which are among North America's 200 largest, including World of Concrete, a top 20 trade show; Hanley Wood Marketing (based in Minneapolis) offers a full range of marketing services solutions to corporate clients in construction and other business markets; and Hanley Wood Market Intelligence (based in Costa Mesa, CA), which tracks and sells key housing activity data on residential real estate development and new-home construction in most of the top 20 markets to the housing industry.

"This is one of the great b-to-b media franchises in the U.S.," said Mike Hannon, a Partner at J.P. Morgan Partners. "We are excited to work with the management team to accomplish the next phase of the company's growth."

"Hanley Wood is an excellent company that has established itself as a premier business media company," said Jeffrey Stevenson, Managing Partner of Veronis Suhler Stevenson. "Under our ownership, Mike Wood and his talented management team have been able to more than double the company revenues and triple EBITDA through new product launches and 13 add-on acquisitions."

Company founder Michael Wood will step down as CEO, but will remain a board member. Current President Frank Anton will become CEO of the organization and all five division heads will continue in their roles.

"Our goal is to continue the dramatic growth that Hanley Wood has achieved during our partnership with Veronis Suhler Stevenson," Anton said. "We have a five-year plan in place, called HWX (Hanley Wood Accelerates), to double our existing businesses, and we expect to remain an active acquirer of construction industry magazines, trade shows and data businesses."

The sale of Hanley Wood marks the sixth recent transaction for Veronis Suhler Stevenson, following on the heels of the sales of YBR Group, Canon Communications and the purchases of Facts On File, KEDJ-FM and Southern Theatres.

Wasserstein & Co. will also serve on the company's board of directors.

DeSilva & Phillips, Credit Suisse First Boston and O'Melveny & Myers LLP advised JPMorgan Partners. Veronis Suhler Stevenson and Paul, Weiss, Rifkind, Wharton, & Garrison LLP acted as advisors to Hanley Wood.

About Hanley Wood

Hanley Wood, LLC, founded in 1976, is the leading media company serving housing and construction. Through five operating divisions, the company produces award-winning magazines and Web sites, marquee trade shows and events, rich data and custom marketing solutions. The company is also North America's leading provider of home plans. For additional information: (www.hanleywood.com).

About JPMorgan Partners

J.P. Morgan Partners, LLC (JPMP) is a leading private equity firm with over $12 billion in capital under management as of March 31, 2005. Since its inception in 1984, JPMP has invested over $15 billion in consumer, media, energy, industrial, financial services, healthcare, hardware and software companies. With approximately 95 investment professionals in six principal offices throughout the world, JPMP has significant experience investing in companies with worldwide operations. Selected investments include: AMC Entertainment, Ascend Media, Berry Plastics, Cabela's, National Waterworks, Pinnacle Foods, PQ Corporation, SafetyKleen Europe, Vetco International and Warner Chilcott. JPMorgan Partners is the private equity arm of JPMorgan Chase & Co. (NYSE: JPM), one of the largest financial institutions in the United States, and is a registered investment adviser with the Securities and Exchange Commission. For additional information, please visit our website at www.jpmorganpartners.com.

About Veronis Suhler Stevenson

Veronis Suhler Stevenson (VSS) is a private equity and mezzanine capital fund management company dedicated to investing in the media, communications and information industries in North America and Europe. To date, VSS equity funds have invested in 35 platform companies, which have in turn completed over 185 add-on acquisitions resulting in a portfolio with realized and unrealized enterprise values totaling approximately $7.5 billion. Investments include User-Friendly Phone Book, Xtreme Information, Facts On File and Hemscott. For additional information: (www.vss.com).

About Wasserstein & Co.

Wasserstein & Co., LP is a leading independent private equity and investment firm, focused primarily on leveraged buyout investments, venture capital investments, and related investment activities. The Firm owns numerous companies in the professional publishing industry, as well as many controlling investments in consumer products, business services and other industry sectors. Representative historical investments have included ALM Media, The Deal, Real Estate Media, Maybelline cosmetics, All-Clad cookware, IMAX and Sportcraft, among others.

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