Downer & Company LLC

Downer & Company Advises Integrity Interactive Corporation on Recapitalization


Boston, MA -- (SBWIRE) -- 03/29/2006 -- Downer & Company, an international investment banking firm specializing in middle-market cross border acquisition and divestiture advisory services, is pleased to announce the recapitalization of Integrity Interactive Corporation. Downer & Company initiated this transaction and acted as the sole financial advisor to Integrity Interactive on its completion, which occurred on February 3, 2006.

Integrity Interactive, based in Waltham, MA, is a leader in providing turnkey web-based corporate ethics and compliance communications solutions to the Boards of Global 2000 companies in both the United States and the European Union. Its rapidly growing client list includes 275 of the world’s leading companies, including many with household names including Yahoo, Coca-Cola, Mellon, Cisco, Novartis, Ford and BP. Through its US and European operations, Integrity Interactive offers web-delivered awareness training and compliance solutions tailored to each country’s legal, cultural and language requirements.

Castanea Partners and Weston Presidio Capital provided the growth capital infusion while Allied Capital provided senior debt to complete the recapitalization. All of the existing shareholders, including the management team and employees, rolled a substantial amount of their equity to complete the transaction. Castanea Partners, a private equity firm based in Wellesley, MA, invests in small to mid-sized companies within the business and information services sector. Weston Presidio, with offices in Boston and San Francisco, seeks to invest in companies with superior management teams capable of building long-term value.

“Weston Presidio and Castanea Partners have demonstrated a unique understanding of our business and will be powerful allies as we continue to build a great global brand,” said Carl Nelson, CEO of Integrity Interactive, in a company statement. “The partnership will allow us to further expand and broaden our services to the hundreds of clients who have chosen Integrity Interactive as their ethics and compliance partner.”

After receiving significant unsolicited interest, Integrity Interactive engaged Downer & Company to find a partner whose operating experience and financial backing would enhance the current management team’s ability to drive the company’s domestic and international growth at an accelerated rate. Downer & Company's highly targeted auction process created wide interest and provided the Integrity Interactive management team with the opportunity to select their equity partners based largely upon an assessment of the contribution their new partners would make to the long-term success of the business.

About Castanea Partners
Castanea Partners ( invests in small to middle market companies in publishing, education and training, consumer products, specialty retail, and marketing services. Castanea combines operating and private equity experience in partnership with management to improve operating performance and generate growth. Castanea participates in traditional management buyouts, sales of private companies, industry consolidation opportunities, growth equity, and troubled situations. Castanea is currently investing from its second fund, a $207 million fund that targets companies with enterprise values between $25 million and $100 million.

About Weston Presidio
Weston Presidio (, founded in 1991, provides growth capital to companies across a wide range of industries and stages of development throughout the United States and Canada. With locations in San Francisco, Boston and Menlo Park, the firm is able to provide broad national coverage. Their experienced team has helped identify, build and maximize value in over 300 leading growth companies. With over $3.3 billion under management across all of their funds and an extensive network of industry contacts, they provide their portfolio companies with strategic guidance and financial support. They seek to partner with exceptional management teams capable of building long-term value.

About Integrity Interactive Corporation
Integrity Interactive ( is the leading provider of web-based corporate ethics and compliance services to the Global 2000. The company offers a wide range of training and communication services designed to deliver a best practice solution to today’s rapidly evolving ethics and compliance challenges. The company’s corporate offices are located in Waltham, Massachusetts, with additional offices in San Francisco, Chicago, London, Paris and Brussels.

About Downer & Company
For thirty years, Downer & Company, LLC, has gained distinction as a leading middle-market M&A firm focused on the execution of acquisition and divestiture mandates for international and domestic corporations and private equity firms. Downer & Company is headquartered in Boston, Massachusetts, and has offices in Paris, Dublin, Frankfurt and Sydney. Downer & Company received an award for transacting the "International Cross-Border Deal of 2004" and was recognized as the top Investment Banking Firm of 2003 by The Mergers & Acquisitions Advisor. Downer & Company's corporate headquarters are located at 60 State Street, Boston, MA 02109. For further information, visit