InMotion Entertainment Group, LLC, a portfolio company of BRS & Co. and Palladin Consumer Retail Partners, LLC, today announced that it has executed an agreement to be acquired by WH Smith PLC. InMotion will continue to operate as a standalone business as part of WH Smith's international travel business and be led by InMotion's senior management team headed by Jeremy Smith, its CEO of 12 years.

InMotion is the market leading airport-based digital accessories retailer in the US and was acquired by BRS and Palladin in 2013. During BRS and Palladin's ownership, InMotion pursued an acquisition strategy resulting in the acquisition and successful integration of two competitors including APW, the second largest airport-based retailer of consumer goods and electronics. Today, InMotion operates a portfolio of 114 stores across 43 airports in the United States, with a presence in nine of the top ten and 22 of the top 25 busiest US airports (based on enplanement). WH Smith is one of the UK's leading retailers and the acquisition of InMotion will more than double WH Smith's international travel business and provide it with attractive growth opportunities.

Jeremy Smith, CEO of InMotion, commented: "With BRS and Palladin's support, InMotion has consolidated its market position in airport-based retail in the US and broadened its offerings to travelers. We look forward to partnering with WH Smith management for InMotion's next chapter, including strengthening our supplier, airport and customer relationships and accelerating WH Smith's international growth strategy."

Tom Baldwin, a Managing Partner at BRS, said, "It has been a pleasure partnering with the InMotion team who are truly a best-in-class operator of airport retail and have significantly grown InMotion's market share during BRS and Palladin's ownership. We wish Jeremy and his team continued success as part of WH Smith."

Mark Schwartz, CEO of Palladin, added, "InMotion's strong senior leadership and industry-recognized customer value proposition have solidified its leading position within airport retail over the past five years. We believe that the companies will work well together expanding operations and relationships in the US and internationally and we wish them continued future success."

Stephen Clarke, Group Chief Executive of WH Smith, commented: "InMotion is a highly successful pure play travel retailer in the world's largest travel retail market. The acquisition of InMotion is an exciting value creation opportunity for the WH Smith Group and marks a major step in our international travel retail growth strategy."

BRS and Palladin's legal advisor was Kirkland & Ellis LLP and WH Smith was advised by Greenhill & Co. International LLP and Wachtell, Lipton, Rosen & Katz.

About BRS (www.brs.com)
BRS is a New York-based private equity firm with $1.6 billion of committed capital under management across four investment partnerships, focused on investing in middle market consumer goods and services businesses. Since 1996, BRS has purchased over 50 portfolio companies for aggregate consideration of over $6.9 billion. In addition, BRS portfolio companies have completed over 40 add-on acquisitions.

About Palladin (www.pcrp.com)
Palladin Consumer Retail Partners, 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 and have invested in, financed or managed over 100 public and private companies.

About InMotion Entertainment Group, LLC (www.inmotionstores.com)

InMotion Entertainment Group, based in Jacksonville, Florida, is the largest airport-based retailer of headphones, mobile device accessories, other consumer electronics, and travel accessories in the United States. The Company operates 114 locations in the busiest airports across the United Statesunder the InMotion Entertainment, Soundbalance, and Headphone Hub banners. Known for their curated product selection of market-leading brands and best-in-class sales associates, InMotion offers travelers an unparalleled shopping experience for consumer electronics products.