Acquisition / April 22, 2010

Oak Hill Capital Partners to Acquire The Hillman Companies for $815 Million

For Immediate Release


Cincinnati, OH.  April 22, 2010 – The Hillman Companies, Inc. (“Hillman”) (NYSE-AMEX: HLM_Pr) announced today that Oak Hill Capital Partners (“Oak Hill Capital”), a leading private equity firm, has entered into a definitive agreement to acquire Hillman from Code Hennessy & Simmons, Ontario Teachers’ Pension Plan and certain members of company management. Oak Hill Capital is investing in partnership with Hillman’s current management team, led by CEO Mick Hillman. The aggregate value of the transaction is approximately $815 million.

Founded in 1964 and headquartered in Cincinnati, Ohio, Hillman is a leading value-added distributor of over 60,000 SKUs, including fasteners, key duplication systems, engraved tags and related hardware items to over 20,000 retail customers in the U.S., Canada, Mexico and South America, including home improvement centers, mass merchants, national and regional hardware stores, pet supply stores and other retailers. Hillman provides a comprehensive solution to its retail customers for managing SKU intensive, complex home improvement categories. Hillman also offers its customers additional services, such as inventory management and in-store merchandising services.

Mick Hillman, the CEO of Hillman, said, “We are extremely pleased to partner with Oak Hill Capital. We believe Oak Hill Capital will be a value-added partner because they understand our company and the industry, and they believe in the growth opportunities for our business. Oak Hill Capital has a tremendous reputation and a long history of making successful investments in partnership with management.”

Tyler Wolfram, a Partner of Oak Hill Capital, said, “We are enthusiastic about partnering with the Hillman management team in this transaction. We have tremendous respect for Hillman’s heritage, its business model and the customer relationships Hillman has enjoyed for over 45 years. We believe Hillman is uniquely positioned to capitalize on its market leading presence to continue its impressive record of growth.”

Hillman’s publicly traded trust preferred securities will remain outstanding, will not be converted or exchanged, and will continue to trade on the NYSE-AMEX.

Completion of the transaction, which is subject to regulatory approvals and customary closing conditions, is expected in the second quarter of 2010.

Barclays Capital acted as sole financial advisor to Hillman in the transaction, and Morgan Stanley acted as sole financial advisor to Oak Hill Capital in the transaction. The transaction has fully committed financing, consisting of debt financing to be provided by certain affiliates of Barclays Capital, Morgan Stanley and GE Antares and equity financing by Oak Hill Capital Partners III, L.P. and Hillman management. Kirkland & Ellis LLP is serving as legal counsel to Hillman. Torys LLP is serving as legal counsel to Ontario Teachers’ Pension Plan. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Oak Hill Capital.