Mister Car Wash Go-Private Deal Investigated
Law firm Halper Sadeh has launched an investigation into the fairness of the Mister Car Wash (MCW) go-private buyout. The deal, led by controlling shareholder Leonard Green & Partners, is priced at $7.00 per share—about 20% below its 52-week high—and doesn't require minority shareholder approval.
Private equity firm Leonard Green & Partners has been the majority owner of Mister Car Wash since 2014, when it first acquired the company from Onex Capital Partners in a deal valued at $520 million. At that time, Mister Car Wash operated about 134 car washes. Under Leonard Green's ownership, the company grew significantly, expanding to over 550 locations. This go-private deal marks a return to private ownership after a relatively short period on the public market. Leonard Green & Partners took Mister Car Wash public in June 2021, with an initial public offering price of $15.00 per share. The stock price peaked above $20 per share after the IPO before experiencing a prolonged decline. The $7.00 per share offer represents a 29% premium to the 90-day volume-weighted average price leading up to the announcement. However, the 52-week high for the stock was $8.60. The total enterprise value of the transaction is estimated at $3.1 billion. The investigation by Halper Sadeh questions whether the board of directors fulfilled its fiduciary duties by agreeing to the sale price. The core of the probe is to determine if a fair sales process was conducted to obtain the best possible price for shareholders and whether all material information regarding the deal was disclosed. Other law firms have also announced similar investigations into the transaction. Because Leonard Green & Partners already holds a controlling stake of approximately 67% of the company's shares, it can approve the merger without the need for a vote from minority shareholders. This has raised concerns about potential conflicts of interest in the buyout process. A special committee composed of independent directors of Mister Car Wash's board unanimously approved and recommended the transaction. Directors affiliated with Leonard Green & Partners recused themselves from the board's vote on the matter. The deal is expected to close in the first half of 2026.
