Stonebridge Associates Advises P&F Industries, Inc. On Acquisition of Woodmark International, L.P.

April 18, 2006 - Stonebridge Associates LLC announced today that it acted as the buy-side advisor to P&F Industries, Inc., a tool and hardware manufacturing company, in its acquisition of Woodmark International, L.P.

Client Background

P&F Industries, Inc., through its four wholly owned subsidiaries, Florida Pneumatic Manufacturing Corporation, Countrywide Hardware, Inc., Green Manufacturing, Inc., and Embassy Industries, Inc., manufactures and/or imports air-powered tools; residential hardware for windows, doors and fences; hydraulic cylinders; and baseboard and radiant heating products. P&F's products are sold under their own trademarks, as well as under the private labels of major manufacturers and retailers. P&F has built its business through both organic growth as well as strategic acquisitions.

Transaction Rationale

P&F retained Stonebridge Associates as its exclusive advisor to identify acquisition targets to augment its builders’ hardware business.  As part of its acquisition strategy, P&F sought to create significant operating leverage through complementary distribution channels and enhance its product offerings to the residential construction and home improvement industry.  Relying on industry contacts, proprietary databases and public information sources, Stonebridge identified and contacted an extensive list of potential targets that met P&F’s acquisition criteria.  Ultimately, P&F entered into negotiations to acquire Woodmark International, L.P., a manufacturer and marketer of builders’ hardware, including staircase components and kitchen and bath hardware and accessories. 

Stonebridge Role

Stonebridge assisted with the negotiation and due diligence investigation of Woodmark, advised on the restructuring of P&F’s credit facility to provide acquisition financing, and prepared detailed valuation and strategic analyses for P&F’s board of directors. P&F acquired Woodmark in an asset purchase transaction for consideration of approximately $30.7 million, and the business will become a subsidiary of Countrywide Hardware. P&F expects Woodmark’s consistent double-digit growth combined with its Asian sourcing expertise and buying power to further support Countrywide’s continued success.

About Stonebridge Associates, LLC

Stonebridge Associates, LLC is an NASD-registered investment banking firm that provides creative solutions to the corporate finance needs of middle market companies. Stonebridge Associates offers an extensive and diverse base of investment banking experience in assisting middle market and emerging growth companies in mergers and acquisitions, private placements of debt and equity securities, fairness opinions, and other strategic and financial advisory assignments. Stonebridge Associates is focused on providing its clients with the highest level of professional service in achieving their desired corporate, financial, and strategic goals. The firm’s division, Stonebridge Technology Associates, specializes in raising equity capital and providing merger and acquisition advisory services to software, hardware, Internet, healthcare, and other technology product and service companies. To learn more about Stonebridge, please visit our website at www.stonebr.com.