BRS and Palladin Announce Formation of InMotion Entertainment Group

October 2, 2013

NEW YORK, NY and BOSTON, MA — October 2, 2013 — Bruckmann, Rosser, Sherrill & Co. (“BRS”) and Palladin Consumer Retail Partners, LLC (“Palladin” or “PCRP”) announced today the formation of InMotion Entertainment Group, LLC (“InMotion Entertainment” or the “Company”), a new company that has acquired substantially all of the InMotion Entertainment, Soundbalance, and Headphone Hub branded entertainment and electronics airport retail businesses formerly operated by Project Horizon, Inc., a subsidiary of Gate Petroleum Company. Terms of the transaction were not disclosed.

InMotion Entertainment Group, based in Jacksonville, Florida, is the largest airport-based retailer of headphones, mobile device accessories and other consumer electronics. InMotion Entertainment will be led by the senior management team of Project Horizon, Inc. The Company operates nearly 80 locations in airports across the United States under the InMotion Entertainment, Soundbalance, and Headphone Hub banners, located in the nation’s busiest airports and offers the latest consumer electronics products and market-leading brands. Known for their curated product selection, InMotion Entertainment also has exclusive airport partnerships with Beats by Dr. Dre, Bang & Olufsen, and Samsung.

BRS and Palladin are private equity firms with extensive experience investing in and building leading retail and consumer brands. BRS and Palladin have partnered in the past, most recently for Things Remembered, the leading retailer of personalized gifts with over 600 stores worldwide, which they owned together from 2006 to 2012.

Jeremy Smith, CEO of InMotion Entertainment, said, “We are excited to partner with BRS and Palladin whose significant experience in retail and other consumer businesses will provide InMotion Entertainment with valuable strategic guidance.”

Tom Baldwin, a Managing Director of BRS, said, “We have been very impressed by Jeremy and his management team, who have successfully increased the Company’s market share and strengthened its position in airport retail. They have grown successfully by providing travelers with a broad selection of products and a great shopping experience.”

Mark Schwartz, CEO of Palladin, added, “Consumers are increasingly shopping at retail stores in airports and consumer electronics is one of the fastest-growing segments within airport retail. As one of the best-in-class operators, and one that caters to a very attractive demographic base, we believe InMotion has a tremendous opportunity to grow both domestically and abroad.”

Fifth Street Finance Corp. provided debt financing and co-invested in the equity in the transaction. Kirkland & Ellis LLP acted as legal advisor to BRS and Palladin. Wells Fargo Securities, LLC acted as the exclusive financial advisor and Holland & Knight acted as legal advisor to Project Horizon, Inc.

About InMotion Entertainment Group, LLC (

Providing the best selection of electronics retail concepts, the newly named InMotion Entertainment Group, LLC offers airport concessions premium retail brands including InMotion Entertainment, Soundbalance, and Headphone Hub. The stores feature the best-in-class premium electronics, including tablets, digital cameras, portable power, and noise-canceling headphones. InMotion Entertainment Group is the largest airport electronics retailer with almost 80 locations in 36 airports, with additional stores in development for 2013.

About BRS (

BRS is a New York-based private equity firm with $1.4 billion of committed capital under management in three investment partnerships, focused on investing in middle market consumer goods and services businesses. Since 1996, BRS has purchased over 40 portfolio companies for aggregate consideration of over $6.4 billion. In addition, BRS portfolio companies have completed approximately $1.9 billion of add-on acquisitions. Prior to forming the firm, the founders of BRS were in the private equity business at Citicorp Venture Capital where they closed 25 transactions with aggregate transaction values totaling $5.8 billion. Current and former investments include Town Sports International, Downtown Locker Room, Things Remembered, and California Pizza Kitchen.

About Palladin (

Palladin Consumer Retail Partners, previously known as Palladin Capital Group, is a Boston-based private equity firm focused exclusively on retail and consumer products companies in North America and Europe. Founded in 1998, the firm prides itself on working closely with management teams to create value through strategic and operational initiatives. Its principals have previously held CEO and other senior executive roles at several wholesale, retail, and related companies. Palladin is investing out of its current fund which was closed in April 2012. Current and former investments include Nic & Zoe, J. McLaughlin, Things Remembered, Restoration Hardware, Andrew Marc, Party America, and Spencer Gifts.

For additional information and questions please contact:

For InMotion Entertainment Group, LLC:
Eden Goldberg:, 212-502-6757

For BRS and Palladin:
Mark Semer or Ruth Pachman, Kekst, 212-521-4800