San Francisco-based Private Equity Firm to Help Facilitate Continued Growth

NEW YORK & SAN FRANCISCO (September 7, 2017) – Institutional Shareholder Services Inc. (ISS), a leading provider of corporate governance and responsible investment solutions to financial market participants, today announced that Genstar Capital has entered into a definitive agreement to acquire ISS from Vestar Capital Partners for $720 million.

The transaction is expected to close by early fourth quarter, subject to customary closing conditions.

ISS will continue to operate independently once the transaction is completed and the current ISS executive leadership team will remain in place.

“The ISS leadership team and I are extremely pleased to partner and collaborate with Genstar, whose deep experience and successful track record working with industry-leading firms such as ours, will help us further accelerate the growth of our product and service offerings for the benefit of clients,” said ISS President & CEO Gary Retelny. “ISS has the right partner in Genstar to remain sharply focused on our long-standing commitment to provide market-leading expertise, innovation, and service in the area of global corporate governance.

“We thank Vestar Capital Partners for their commitment to ISS and its clients around the globe over the past three years. It has been a tremendously successful partnership,” Mr. Retelny said.

“Our partnership with Gary Retelny and the ISS management team has been extremely productive and highly successful, including the completion of five acquisitions, which significantly broadened its products and services,” said Rob Rosner, co-president of Vestar. “We are proud of how ISS has expanded its business over the past several years and strengthened its global position as the leading authority in corporate governance.”

Genstar Capital Managing Director Tony Salewski welcomed the addition of ISS to the Genstar family of portfolio companies, reflecting its approach of backing strong management teams by investing in leading businesses that provide critical tools and services to the financial services community.

“While maintaining its status as the premier governance provider, ISS has expanded significantly over the past three years, exhibiting a deep commitment to its clients by building a robust infrastructure and continuing to develop a world-class suite of ESG solutions,” said Salewski. “We are excited to back Gary and his team in building on this progress through both organic and acquisition growth initiatives globally.”

ISS currently has more than 1,000 employees operating across 19 global offices in 13 countries. Its approximately 3,000 clients include many of the world’s-leading institutional investors who rely on ISS’ objective and impartial proxy research and data to vote portfolio holdings, as well as public companies focused on governance risk mitigation as a shareholder-value enhancing measure.

Simpson Thacher & Bartlett LLP acted as legal advisor to ISS and Vestar Capital Partners on the transaction, Willkie Farr & Gallagher LLP to Genstar Capital, and Davis Polk & Wardwell LLP to ISS’ management.

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