Titan Acquisition Holdings to Acquire Huntington Ingalls’ San Diego Shipyard

The shipyard is one of the largest fleet service and repair sites in America, located in one of the nation’s largest Navy ports.

This acquisition creates opportunities to better serve key defense customers, economies of scale, expanded scope, and performance optimization. Current key customers for Titan include the U.S. Navy, U.S. Coast Guard, Military Sealift Command, the U.S. Army, Boeing, and non-defense and commercial customers including state and local ferry systems.

The transaction is subject to customary closing conditions and closing is expected in the second quarter of the year. Financial terms were not disclosed.

“We are excited to add the San Diego Shipyard to our already strongly positioned and growing enterprise. The opportunity to add the San Diego Shipyard to our family of companies is a natural step in our evolution given its strategic location and wealth of talented employees,” said Jim Marcotuli, CEO and President of Titan. “We look forward to sharing best practices and leveraging our collective assets to improve service to our valued customers.”

“Titan is a first-class organization with a strong reputation in the ship repair and sustainment market,” said Andy Green, Executive Vice President HII and President, HII Technical Solutions. “We believe this transaction will enable us to leverage complementary capabilities, capacity and facilities to improve efficiencies and better serve the needs of our U.S. Navy customer.”

Tom Rabaut, Chairman of Titan, said, “We are thrilled to announce this agreement to acquire the San Diego Shipyard. Our goal is aimed at creating a stronger company of scale, capable of providing differentiated, coast-to-coast services to the U.S. Navy, U.S. Army and other defense, infrastructure, and maritime customers. Titan is well positioned with our unique, national assets to grow in the highly attractive ship repair and fabrication markets, supported by compelling sector dynamics. The San Diego Shipyard is a great addition to the organization.”

As a part of this transaction, Huntington Ingalls will hold a minority interest in Titan. Titan is controlled by majority owner The Carlyle Group and Stellex Capital Management. Carlyle is a global investment firm whose investment in MHI and Vigor last year was made by the Carlyle U.S. Equity Opportunity Fund II, a $2.4 billion investment vehicle that focuses on middle-market and growth companies in the United States and Canada. Other investors include Frank Foti, former CEO of Vigor, and members of management.

The San Diego Shipyard, formerly Continental Maritime of San Diego, encompasses 14 acres of land and 17 acres of water area on San Diego Bay. San Diego Shipyard is a division of Huntington Ingalls Technical Solutions Fleet Support Group and provides shipfitting, welding, pipefitting, machinery, repair, marine electrical repair and installation, sheet metal repair and fabrication, boiler repair and preservation services to customers.

Latham & Watkins LLP served as legal advisor to Titan Acquisition Holdings.

About Titan Acquisition Holdings

Titan Acquisition Holdings is a bicoastal leader in ship repair and modernization and complex fabrication services for the defense industry. The company was formed by global investment firm The Carlyle Group and private equity firm Stellex Capital Management following their acquisition of MHI Holdings and Vigor Industrial. Vigor operates seven locations in the Pacific Northwest and Alaska providing ship repair, complex fabrication, and marine vessel fabrication. MHI is based in Norfolk, Virginia. It consists of three major providers focused on ship repair and conversion; underwater hull cleaning and ship husbandry and environmental services. Notable Titan customers include Boeing, U.S. Navy, Military Sealift Command, Maritime Administration, U.S. Army, local and state ferry systems and commercial ship owners.

About Huntington Ingalls Industries

Huntington Ingalls Industries is America’s largest military shipbuilding company and a provider of professional services to partners in government and industry. For more than a century, HII’s Newport News and Ingalls shipbuilding divisions in Virginia and Mississippi have built more ships in more ship classes than any other U.S. naval shipbuilder. HII’s Technical Solutions division provides a wide range of professional services through its Fleet Support, Mission Driven Innovative Solutions, Nuclear & Environmental, and Oil & Gas groups. Headquartered in Newport News, Virginia, HII employs more than 42,000 people operating both domestically and internationally. HII on the web: www.huntingtoningalls.com

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With $224 billion of assets under management as of December 31, 2019, Carlyle’s purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,775 people in 32 offices across six continents. Further information is available at www.carlyle.com. Follow The Carlyle Group on Twitter @OneCarlyle.

About Stellex Capital Management LP

Stellex Capital is a private equity manager that invests in and oversees U.S. and European corporate assets. With $870 million of committed capital, Stellex’s focus is on companies going through business or industry transitions, as well as special situation opportunities. Stellex seeks to identify and deploy capital in opportunities that have the potential to provide stability, improvement, and growth. Portfolio companies benefit from Stellex’s industry knowledge, operating capabilities, network of senior executives, strategic insight and access to capital. Sectors of particular focus include specialty manufacturing, industrial and business services, aerospace & defense, and government services. Additional information may be found at www.stellexcapital.com.