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A&M Capital Partners and Highview Capital Create GS Foods Group, A Merger of Gold Star Foods and Good Source Solutions

A&M Capital Partners (“AMCP”) has partnered with Highview Capital to facilitate the merger of Gold Star Foods, Inc (“Gold Star” or “the Company”), a leading specialized food distributor to K-12 schools, and Good Source Solutions, Inc. (“Good Source”), a specialized food distributor focused on the K-12 schools and corrections segments. The merger will create a new holding company called GS Foods Group (“GS Foods”) to be led by Sean Leer as the CEO.

The combination of Gold Star and Good Source will establish a new leader in specialized foodservice distribution for the K-12 schools, corrections and other segments requiring specialized products and services. GS Foods will focus on these segments with sales and marketing programs tailored to meet customer needs, ultimately working to ensure that more students and customers have access to healthy, delicious and high-quality meals each day. The combined company will have a national footprint with substantial market presence across the United States, serving over 8,000 customers nationwide.

The transaction will bring together two companies with sophisticated sales and marketing, procurement, distribution, logistics and service capabilities, creating a national platform serving these markets. Gold Star and Good Source will continue to operate under their current names and branding in the foodservice industry, and each will continue to be led by their current management teams, with Sean Leer and Rich Friedlen serving as Presidents of Gold Star and Good Source, respectively. This transaction will enable both Gold Star and Good Source to better deliver specialized products and services to meet their customers’ needs.

“The combination of Good Source and Gold Star will create a national leader in specialized food distribution, of which we are excited to build upon both through organic growth and future acquisition opportunities” said Jack McCarthy Jr., Managing Partner & Founder of Alvarez & Marsal Capital (“AMC”).

Kurt Kaull, Senior Partner said, “We are excited to invest behind the accomplished management teams and synergies associated with Good Source and Gold Star. Under the leadership of Sean Leer and alongside the merger integration capabilities of Alvarez & Marsal (“A&M”), GS Foods will be best-in-class and a leader in the food distribution industry.”

Sean Leer, President of Gold Star, said, “This is an exciting new chapter for our combined company and its employees, as well as the communities and school districts that we serve across the United States. Good Source is a like-minded partner with an exceptional management team and equally fierce commitment to providing safe, top-quality and sustainably sourced food. Combined, our companies will create an innovative platform to transform the supply system for school nutrition programs.”

Piper Jaffrey advised Gold Star on the transaction. Kirkland & Ellis LLP, Sidley Austin LLP and Alvarez & Marsal advised the buyer group.

About GS Foods

GS Foods Group is a family of specialized foodservice distribution companies. GS Foods uses its sophisticated network of facilities to provide trusted food distribution and product solutions to specialized foodservice segments, including education, corrections, non-profit, business & industry and healthcare. GS Foods’ independent subsidiaries, Good Source Solutions, Inc. and Gold Star Foods, Inc., collectively serve over 8,000 customers nationwide. GS Foods is a portfolio company of Alvarez & Marsal Capital Partners and Highview Capital LLC.

About Gold Star Foods, Inc.

Gold Star Foods, Inc. is a leading distributor of wholesome, fresh and nutritious foods to students in K-12 schools. Based in Ontario, CA with facilities and operations across the Southwest United States, Gold Star serves students in over 3,500 K-12 schools in more than 500 school districts. Gold Star is proud to have been recognized nationwide for their innovation and partnership with both the USDA and the School Nutrition Association.

About Good Source Solutions, Inc

Good Source Solutions, Inc. is a specialized food distributor with sophisticated procurement and logistical capabilities, serving a wide spectrum of value-focused end markets through a national network of facilities. Good Source’s products focus on center-of-plate with an offering that includes poultry, meats, pasta, fruits, vegetables, bakery items, beverages, appetizers, sides, and snacks. Additionally, the Company provides menu & recipe planning and value-added product enhancements addressing complex packaging, labeling, nutrition, and dietary requirements. Good Source serves thousands of public and private-sector customers in the education, corrections, food service, healthcare, and non-profit markets, among others.

About A&M Capital Partners

A&M Capital Partners, with total capital commitments of $1.8 billion, is Alvarez & Marsal Capital’s flagship investment strategy focused on middle-market control transactions in North America. AMCP Fund I held its final close in 2014 with $600 million in capital commitments. Between 2012 and 2019, AMCP Fund I invested in 29 companies to date across eight platforms. Following the success of AMCP I, in 2019 AMCP Fund II closed with $1.2 billion in commitments. AMCP has a strong and referenceable track record of serving as a trusted partner to founders, corporates and management teams, providing the capital and strategic assistance required to take businesses to the next level of success.

About Alvarez & Marsal Capital

Alvarez & Marsal Capital is a multi-strategy private equity investment firm with over $3 billion in total capital commitments across four funds and three investment strategies. The privately-owned firm is led by a highly experienced investment team, which is augmented by its strategic association with Alvarez & Marsal, one of the largest operationally-focused advisory firms in the world. AMC’s business model combines a focus on middle-market private equity investing with the deep operational expertise, industry knowledge and global corporate relationships of A&M, making it a uniquely attractive partner to management teams, corporates and business owners.

About Alvarez & Marsal

Alvarez & Marsal is a privately-owned independent global professional services firm that leverages an industry leading group of experienced operating executives who help businesses improve performance, solve problems and unlock value for stakeholders. A&M has ~4,000 operating professionals and employees in 59 offices across North America, Europe, the Middle East, Asia and South America. A&M has expertise across all major industry sectors and extensive functional capabilities in nearly all primary areas of a business enterprise including, among others, operations, revenue enhancement, sales and marketing, manufacturing, IT, finance, working capital management, supply chain and logistics, real estate, human capital management, merger integration and carve-out support.

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