Complementary automation technology, software and engineering expertise

LOUISVILLE, KY. and ATLANTA, GA. (April 18, 2022) - MHS Global ("MHS"), a leading global provider of material handling automation technology and systems integration, and Fortna ("Fortna"), a leading software and solutions provider for warehouse and distribution, will combine to form a multi-billion-dollar, multinational company providing parcel, warehouse and distribution, and lifecycle services. MHS and Fortna belong to the investment portfolio of Thomas H. Lee Partners, L.P. ("THL"), a premier private equity firm investing in middle market growth companies. THL will remain the majority owner of the combined company and a wholly owned subsidiary of the Abu Dhabi Investment Authority ("ADIA") will acquire a significant minority stake to support the combination.

As businesses increasingly require improved throughput and faster execution, there is heightened demand for automation, advanced operating software and services. The combination of MHS's automation technologies and Fortna's operational optimization software, in addition to each company's deep industry partnerships, serves the need for end-to-end solutions in logistics operations. Customers will benefit from the breadth and depth of both companies' offerings: industry-leading capabilities in parcel, cross-docking, conveyance, and sortation solutions combined with industry-leading orchestration and optimization software and unique operational designs leveraging advanced automation to drive greater efficiencies and cost savings for customers.

"MHS has built its reputation over the past 20-plus years by being a reliable and committed partner while expanding our capabilities and taking a progressive, tech-forward stance to deliver new products and solutions," said MHS CEO Scott McReynolds. "Combining with Fortna will allow us to accelerate our collective efforts on all fronts, to the benefit of our customers, employees, and suppliers."

"Fortna has been a trusted advisor driving competitive advantage for our clients as they build direct-to-consumer models, increase service levels, and enable a lower cost to serve," said Rob McKeel, CEO of Fortna. "The combination with MHS will enable the model to scale with our clients globally and allow the combined company to drive further innovation in operating models, software, and automation."

Upon closing, McKeel will become the CEO, and McReynolds will become the President, of the combined entity.

Hamad Shahwan Al Dhaheri, Executive Director of the Private Equities Department at ADIA, said, "MHS and Fortna are leading players in their respective industries, and their combination will create a significant operating platform for the company to deliver automation solutions to customers on a global scale. This transaction aligns with our approach of making investments alongside proven partners in support of technology leadership."

Jim Carlisle, Managing Director at THL and head of both Technology & Business Solutions and the THL Automation Fund, said, "We look forward to working with the talented management teams and employees of Fortna and MHS as we continue to drive excellence in logistics automation. Automation solves industry-wide challenges, such as labor shortages, and helps customers meet escalating demand. These two companies are well positioned to meet these challenges and unlock new opportunities for their customers."

Carlisle will serve as board chairman of the combined company.

This transaction is subject to customary closing conditions and regulatory approvals. Terms of the transaction were not disclosed.

Morgan Stanley & Co. LLC and RBC Capital Markets, LLC served as financial advisors to MHS. Baird served as financial advisor to Fortna. Kirkland and Ellis served as legal advisor, respectively, to both companies. J.P. Morgan Securities, LLC will lead the debt financing for MHS.

J.P. Morgan Securities, LLC and Gibson, Dunn & Crutcher LLP served as financial and legal advisors, respectively, to ADIA's subsidiary.

About MHS
MHS is a leading global provider of automated material handling systems, solutions, software, and products to leading customers' fulfillment, distribution, and logistics operations. More specifically, MHS provides project engineering, systems integration, conveyor, sortation robotics, and a range of other products and software solutions.

MHS participates in a large, exciting industry undergoing significant growth and transformation driven by two mega-trends: eCommerce and automation. Against this backdrop, MHS is transforming into a global, high-growth, multinational company, encompassing new product and solution offerings, new geographies, product manufacturing, and best-in-class employee culture.

Headquartered in Louisville, Kentucky, with about 3,000 employees globally, the company has operations across North America, Europe, and Asia. MHS has a global installed base of over $6.5 billion for parcel and distribution and fulfillment projects, from small to large, in a variety of industries, including eCommerce, parcel, third party logistics, and outside integrators. Visit www.mhsglobal.com.

About Fortna
Fortna partners with the world's leading brands to transform their distribution operations to keep pace with digital disruption and growth objectives. Known world-wide as The Distribution Experts™, Fortna designs and delivers intelligent solutions, powered by FortnaWES™ software, to optimize fast, accurate, and cost-effective order fulfillment. Fortna's people, innovative approach, and proprietary algorithms and tools ensure optimal operations design and material and information flow. Fortna delivers exceptional value every day to its clients with comprehensive services including network strategy, distribution center operations, material handling automation, supply chain systems, warehouse software design and implementation, and a comprehensive suite of lifecycle services and support. Visit www.fortna.com.

About THL
Thomas H. Lee Partners, L.P. ("THL") is a premier private equity firm investing in middle-market growth companies exclusively in three sectors: Healthcare, Financial Technology & Services, and Technology & Business Solutions. THL couples deep sector expertise through our Identified Sector Opportunity ("ISO") process with dedicated internal operating resources from its Strategic Resource Group ("SRG") to transform and build great companies of lasting value in partnership with management. The Firm's domain expertise and resources help to build great companies with an aim to accelerate growth, improve operations, and drive long-term sustainable value. Since 1974, THL has raised more than $30 billion of equity capital, invested in 160 companies, and completed more than 500 add-on acquisitions representing an aggregate enterprise value at acquisition of over $210 billion. Visit www.thl.com.

About ADIA
Established in 1976, ADIA is a globally-diversified investment institution that prudently invests funds on behalf of the Government of Abu Dhabi through a strategy focused on long-term value creation.

ADIA has invested in private equity since 1989 and has built a significant internal team of specialists with experience across asset products, geographies and sectors. Through its extensive relationships across the industry, the Private Equities Department invests in private equity and credit products globally, often alongside external partners, and through externally managed primary and secondary funds. Its philosophy is to build long-term, collaborative relationships with its partners and company management teams to maximize value and support the implementation of agreed strategies. Visit https://www.adia.ae/.