Goldsmith Agio Helms Announces the 
Sale of I&K Distributors, Inc. 

MINNEAPOLIS, MN –
March 27, 2007: The Lower Mid-Market Group of Goldsmith Agio Helms represented Chef Solutions, Inc. in the sale of its wholly owned subsidiary, I&K Distributors, Inc.    

I&K distributes refrigerated food products to grocery retailers located throughout the Midwest.  In addition to well known national brands, the company offers specialty items that add freshness and variety to the refrigerated sections of its customers’ deli, dairy, bakery and meat departments.  Its 400 employees operate from the company’s automated distribution center in Delphos, Ohio and nine remote depots.  I&K was acquired by Countryside Foods, LLC, an entity controlled by private equity sponsor Ramex, Inc. 

TRANSACTION HIGHLIGHTS
Certain products that have long been central to I&K’s product array – including Yoders® deli salads and side dishes and Michigan Brand® cottage cheese – are owned and manufactured by Orval Kent Foods, another subsidiary of Chef Solutions.  The relationship between the two subsidiaries was, in effect, one of supplier and customer.  Since the proposed sale would eliminate their common ownership, the negotiation of an exclusive distribution agreement between I&K and Orval Kent became a key aspect of the deal.

Recognizing that product exclusivity creates a valuable calling card in food distribution, Countryside Foods stepped forward with a strong bid for I&K.  According to Mark Brown, the President of Orval Kent, “I&K is an important trading partner for Orval Kent.  With new owners and a sharpened focus on grocery product distribution, we are confident that I&K will continue to support the growth of our Yoders® and Michigan Brand® product lines.”

ABOUT CHEF SOLUTIONS
Chef Solutions operated as a non-core division of German airline Lufthansa until it was acquired by Questor Management Company in 2004.  A new management team led by CEO Steven Silk launched a series of operational improvement initiatives and reversed Lufthansa’s integration strategy by organizing Chef Solutions along its legacy business lines – Pennant Foods, Orval Kent Foods, and I&K Distributors.

In 2006, Chef Solutions sold bakery products maker Pennant Foods to Fresh Start Bakeries, a portfolio company of private equity firm Lindsay Goldberg & Bessemer, and expanded Orval Kent’s product line by acquiring Fish House Foods, a specialty fresh salad operation.

The divestiture of I&K was the latest step in the execution of Chef Solutions’ strategic plan.  In the words of Mr. Silk, “The sale of I&K allows us to focus on our core mission of providing superior tasting fresh prepared foods to our customers and consumers.”  Chef Solutions CFO Carl Warschausky added, “We are pleased to have identified a strong buyer to support the growth of I&K as an independent entity.”

ABOUT GOLDSMITH AGIO HELMS
Goldsmith Agio Helms provides corporate finance advisory and investment banking services to middle-market businesses.  Its services include mergers and acquisitions, private placements of debt and equity, distressed advisory and restructuring, and financial advisory and opinion services.  The firm operates internationally from its offices in Minneapolis, New York, Chicago, Los Angeles, and London. 

Lower Mid-Market Group is a fully integrated division of Goldsmith Agio Helms that represents business owners in the lower end of the middle market.  Its clients include entrepreneurs seeking liquidity, private equity sponsors exiting portfolio investments, and corporations looking to divest non-core holdings.

If you would like more information about this transaction, please contact Gary O'Brien, gobrien@agio.com, at 612-339-0500.