Report: Quarterly analysis of UK-headquartered private equity control deals in the £10 million to £100 million segment

  The volume and value of deals completed during the first nine months of 2011 in the lower mid- market investment space has increased year on year for the past three years, according to research from Lyceum Capital and Cass Business School.

For more information, visit the Lyceum Dashboard

Data from The UK Growth Buyout Dashboard – a quarterly analysis of UK-headquartered private equity control deals in the £10 million to £100 million segment – shows that 63 transactions completed between 1 January 2011 and 30 September 2011. This compares to 50 investments for the same period of 2010 and just 25 during the first nine months of 2009.

During Q3 2011, deal volume has built on an encouraging first six months of 2011 with a greater number of deals completed than in Q2. The combined value of those deals fell slightly (from £794 million to £785 million) but both volume and value of deals was still higher than the same quarter of 2010.

Q3 deal value being lower than Q2 despite five more transactions, indicates that there are fewer large deal opportunities however the lower mid-market continues to replenish itself as new businesses enter the space looking to grow with private equity investment.

Transaction sizes

The combined deal value of £785 million exceeds the £698 million recorded during Q3 2010 and the £220 million of Q3 2009.

The highest transaction value recorded in the last three months was £87.8 million, compared to a high of £100 million in Q2 H1 2010.

Meanwhile, transactions valued between £50 million and £100 million fell from seven in Q2 to five in Q3. The majority of the 22 lower mid-market deals completed were in the £26 million – £50 million range, with 86 per cent under £50 million.

The increase in deal activity indicates that there is a growing appetite for investment and that transactions should continue to rise unless there is a significant reversal in the state of the wider economy. There may not currently be the appetite for the larger end deals in the mid-market space but as long as volume maintains its upward trend, the necessary deal flow which keeps the market moving does exist.

Transaction types

Management buyouts (MBOs) and secondary buyouts (SBOs) remained the most prevalent transaction types for private equity investors, but the number of MBOs completed in Q3 2011 actually fell to nine from 12 in Q3 2010 – lower than each of the previous six quarters back to Q1 2010.

There were also two public to private delistings during Q3, compared to one in each of the previous two quarters.

No Initial Public Offerings (IPOs) were recorded, a trend which stretches back to Q1 of 2010 and is unsurprising in a financial climate of weak capital markets where so many anticipated floats have been shelved.

Trade, IPO and secondary exits

A total of nine secondary buy-outs (SBOs) characterised the quarter – the highest number of any quarter during the last two years and an indication that private equity firms are now beginning to sell assets that they have held onto throughout the depths of the economic downturn.

There were six exits to trade, higher than the previous two quarters but lower than the eight which took place in Q3 2010.

Investments by industry

Technology, media, telecommunications (TMT) businesses continue to dominate the lower mid- market with eight out of 22 deals this quarter (38 per cent) and five transactions in business support services.

Retail – undoubtedly one of the sectors hardest hit by a dip in consumer spending – continues an encouraging run of three deals or more completing in every quarter since Q2 2010.

Commentary

Andrew Aylwin, Partner at Lyceum Capital, said: “In the £10m to £100m value range, UK private equity deal volumes continue to recover. With 63 completed transactions so far for the 9 months to 30th September, the market is trending back to historical norms of 100+ control deals a year. The UK lower mid-market segment remains a plentiful source of high quality opportunities across a range of sectors and private equity firms such as Lyceum Capital continue to play a key role in supporting dynamic companies that need capital to continue their successful development and drive the recovery of UK plc.”

Professor Scott Moeller at Cass Business School commented further: “This performance of the UK lower- mid market in the third quarter is in distinct contrast to the overall market when much larger deals of £100 million plus are considered. That market has declined during the past two quarters and some reports show it declining dramatically in Q3 – Bloomberg, for example, this week reported a 43 per cent decline in deals with European purchasers for the overall market. Therefore, the volume of deals in the lower mid market is encouraging in this difficult economic environment, and may prove in the next quarter to continue to be resilient. There is further evidence in our figures of a positive shift in the market with a strong mix of industries, including healthcare, which was absent last quarter and a resurgence in technology deals.”

Other Research Reports:

Scripps to buy nine television stations from McGraw-Hill for $212 Million

McGraw-Hill is to sell its nine-station Broadcasting Group to The E. W. Scripps Company for $212 million in cash.  The deal is structured as a purchase of stock but will be treated as a purchase of assets for tax purposes, resulting in tax deductions created through the transaction that will be used by Scripps to reduce the net cash cost of the acquisition. The transaction is expected to be modestly accretive to Scripps’ earnings in the first full year of operations of the acquired stations. Scripps intends to finance the transaction with new debt and has secured committed financing for the purchase price.

The Broadcasting Group includes ABC affiliates in Denver, Colorado (KMGH-TV), San Diego, California (KGTV), Bakersfield, California (KERO-TV), Indianapolis, Indiana (WRTV) and Azteca America affiliates in Denver, Fort Collins, Colorado Springs,San Diego and Bakersfield.  The five other stations involved in the transaction – KZSD in San Diego, KZKC in Bakersfield, KZCO in Denver, KZFC in Ft.Collins, Colo., and KZCS in Colorado Springs, Colo. – are low-power stations affiliated with the Spanish-language network, Azteca America.

The nine McGraw-Hill stations, which reach approximately 3 percent of U.S. households and generated revenue in 2010 of $97 million, have roughly 460 total employees.

“This is a terrific opportunity to enter some of America’s most dynamic media markets and tap into the growing Spanish-language marketplace at a very attractive price,” said Rich Boehne, Scripps president and chief executive officer. “The McGraw-Hill stations fit well with our strategy to create economic value through high-quality news and information content that serves both consumers and advertisers through linear television and the exploding array of digital communication devices.

“These stations came up for sale at a good time for Scripps,” Boehne said. “The deal is structured and financed in ways to protect the company’s financial flexibility and our ability to continue investing in emerging media business models. Through this acquisition, we now have the opportunity to extend our local news strategies into markets with big appetites for community-changing journalism.”

The acquisition of the McGraw-Hill stations will extend the Scripps relationship with ABC. With 10 ABC affiliates among its expanded roster of 19 stations, Scripps will be the country’s largest independent operator of ABC stations. The new stations join a Scripps portfolio that includes six ABC affiliates (in Detroit, Tampa, Fla., Cleveland, Phoenix, Cincinnati, and Baltimore), three NBC affiliates (West Palm Beach, Fla., Kansas City, Mo., and Tulsa, Okla.) and one independent (Lawrence, Kan.). The consolidated station group will reach approximately 13 percent of U.S. households.

Morgan Stanley & Co. LLC  acted as financial advisor to McGraw-Hill in the transaction.

USA, Cincinnati, OH & New York, NY

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Scripps Networks Interactive and Virgin Media complete UKTV Transaction

Scripps Networks Interactive has completed the acquisition of Virgin Media’s stake in UKTV, one of the United Kingdom’s leading multi-channel television programming companies, following regulatory approval in the Republic of Ireland and Jersey.

In completing the acquisition, Scripps Networks Interactive has acquired a 50-percent common equity interest in the UKTV partnership and the outstanding preferred stock and debt owed by the partnership to Virgin Media. BBC Worldwide, the commercial arm and wholly owned subsidiary of the British Broadcasting Corp. (BBC), is the other 50-percent stakeholder in UKTV.

Formed in 1997, UKTV attracts about 39 million viewers a month across its portfolio of 10 lifestyle, entertainment and non-fiction (factual) programming channels. UKTV brands include Home, Good Food, Dave, Watch, GOLD, Alibi, Eden, Blighty, Yesterday and Really. UKTV also operates complementary websites for each channel brand.

UKTV channels air award-winning shows from the BBC in addition to original programming. All of the UKTV channels are available on Sky Digital and Virgin Media. Dave, Yesterday and Really also are available on Freeview.

USA, Knoxville, TN & UK, London

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Time Warner and Vivendi bid for a share of TVN

The FT is reporting that Time Warner and Vivendi aim to bid for 56 per cent of TVN, the largest Polish private broadcaster by revenue and audience share.

TVN is controlled by ITI Group, holding around 62% ownership. In a report in the Warsaw Voice, ITI president Wojciech Kostrzewa says that only price matters in the deal and admits that a further downturn in the global economic conditions could undermine the deal.

Warsaw voice also reports that ITI’s price expectations are believed to be around PLN 22 to 24 per share, versus recent valuations near PLN 12.

Other companies named as having a potential interest when the process began last year included Discovery Communications, Viacom and News Corp, RT, and private equity companies including Advent, Bain Capital and Providence Equity Partners.

Read more at:

USA, New York, NY & France, Paris & Poland, Warsaw

Coolabi plc receives a take-over offer from North Promotions

Coolabi plc have received a take-over offer from North Promotions Limited for 7.75p per share in cash with a share alternative in North Promotions Limited. This values the equity at £4.3m .

North Promotions Limited has said that it attaches great importance to the skills and experience of the existing Coolabi management and, accordingly it is intended that any offer made, will include management incentivisation arrangements.

Ownership, development, creative management company Coolabi started life as Alibi Communications plc. Alibi, formed in 1999, completed a successful flotation on the London Stock Exchange via AIM that year and was a producer of prime time television drama and children’s television drama.

In 2004 Alibi merged with Coolebah Limited, a business engaged in licensing and animated children’s television production.  In 2005, Alibi changed its name to Coolabi plc.

In September 2006, Coolabi acquired the children’s division of Zenith Entertainment Limited for a total consideration of up to £0.1 million. In May 2007, Coolabi acquired Purple Enterprises Limited for an initial consideration of £3.3 million and in September of that year, Coolabi acquired Indie Kids for an initial consideration of £0.2 million. In November 2008, Coolabi acquired Licensing By Design for an initial consideration of £0.4 million.

Current properties include Purple Ronnie, The Large Family, King Arthur’s Disasters, The Worst Witch, Fungus The Bogeyman and Scarlett & Crimson. In addition Coolabi license rights to selected properties that include the Oliver Postgate and Peter Firmin trio of properties Bagpuss, The Clangers and Ivor The Engine.

UK, London

BMG Rights Management to acquire Bug Music

BMG Rights Management is to acquire Bug Holdings, Inc. and its subsidiary, Bug Music, Inc., which are controlled by Spectrum and Crossroads Media, Inc..

Bug Music is a leading independent music publisher. It is a joint venture between international media company Bertelsmann AG and investment firm Kohlberg Kravis Roberts & Co.

Founded in 1975 and headquartered in Los Angeles, Bug Music currently owns and/or manages copyrights, including evergreen classics and contemporary hits such as “Fever”, “What a Wonderful World”, “I Walk the Line”, “Summer in the City”, “The Real Slim Shady”, “Who Are You?”, “Under the Boardwalk” and “The Passenger”.

Bug Music’s clients include the estates of musical legends Johnny Cash, Willie Dixon, Muddy Waters, Woody Guthrie, Del Shannon and Stevie Ray Vaughan, as well as contemporary icons such as Iggy Pop, Kings of Leon, Ryan Adams, Wilco and The National. Bug Music also supports songwriters and artists through its Arthouse Entertainment joint venture with Kara DioGuardi, 2007 BMI Pop Songwriter of the Year and former American Idol judge.

“With the acquisition of Bug Music and its vast collection of evergreen and contemporary compositions, BMG further establishes itself as a leading music rights management company,” said Hartwig Masuch, CEO of BMG Rights Management. “We look forward to working with Bug Music’s exceptional roster of artists and songwriters.”

“The scope and scale of Bug Music’s catalog today reflects Spectrum’s commitment to investing in profitable franchises with clear potential for growth and then working actively with our partners to accelerate that growth organically and through acquisitions,” said Jim Quagliaroli, Managing Director of Spectrum. “BMG is a true leader in the industry and we have every confidence Bug Music’s artists and assets will be in the right hands and continue on a strong growth path with BMG.”

“We are very pleased that Bug’s artists will find a new home with such a well regarded and rapidly growing rights manager,” said Tom McGrath, Senior Managing Director of Crossroads. “BMG represents the next generation of music publishers who can marshal global resources to develop new writers, showcase the works of established writers and nurture the legacy of Bug’s many long term clients and historic catalogs.”

Financial terms of the transaction, which is expected to close by October and is subject to customary closing conditions, were not disclosed.

J.P. Morgan acted as financial advisor and Latham & Watkins acted as legal advisor to Bug Music.

Germany, Berlin & USA, Los Angeles, CA

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Welsh Independent TV production company Tinopolis acquires BASE Productions

Welsh Independent TV production company Tinopolis has acquired US production company BASE Productions.  The deal followings Tinopolis’s recent US acquisition, A. Smith & Co.  BASE Productions, founded by its joint CEO’s John Brenkus and Mickey Stern, is a vertically integrated production company with its own studio and production facilities at its headquarters in Burbank, California and offices in Washington DC.  BASE is a supplier of television to many networks.  Amongst its best known programs are Sport Science, a long-running series for ESPN, Known Universe and Fight Science for National Geographic, Police POV for Tru Tv with its innovative use of police actuality footage and Fact or Faked: Paranormal Files.

Tinopolis, backed by private equity firm Vitruvian Partners, owns Question Time producer Mentorn, sports production company Sunset+Vine, Pioneer and US network producer A. Smith & Co.  The company produces around 1,600 hours of drama, factual, entertainment and sports programming each year for more than 200 broadcasters worldwide.  The acquisition is part of its diversification and growth strategy and strengthens its already substantial US factual entertainment business.

BASE Productions will be able to tap into the company’s worldwide resources and enjoy enhanced access to the UK for its non-scripted productions.  It will continue to maintain its independence as a production company.  Mickey Stern joins the main board of Tinopolis and will continue to lead BASE alongside his co-CEO, John Brenkus.

Tinopolis Executive Chairman Ron Jones said: “We have admired the Company built up by John and Mickey for some time.  They have established a business based on great creativity and impressive business common sense.  BASE is a producer trusted and respected throughout the industry and alongside A. Smith & Co we now have a US business with depth and breadth of coverage. BASE has experience and formats with the potential to be successful world-wide.  This will be a major opportunity for our distribution company, MINT, and reinforces our plans to build a portfolio of brands and formats that work internationally.”

UK, Carmarthenshire & USA, Los Angeles, CA

Net Communities acquires Podcast Voices and Video

Net Communities has acquired Podcast Voices and Video, a production business specialising in the production of online audio and video.  Podcast Voices was established in 2005 when the word Podcast had just been invented, since then its clients have included leading advertising agencies and brands such as Lonely Planet, Sunday Times Destinations Show, MPH / Top Gear Live and Imago Tech Media (UCExpo/IPExpo). Terms of the deal were not disclosed.

Podcast Voices Production Director and former shareholder said: “We are very excited about becoming a part of the Net Communities family, we have years of experience in producing online audio and video for a range of great clients, this move now gives us the opportunity to extend our offering to include the marketing and promotion of the audio and video programmes we create for our clients.  In addition we will now bring our skills in-house to enable the launch of sites like www.TechBuff.com, Net Communities new Photo and Video reviews site.”

Andy Evans Managing Director of Net Communities added “Wayne and his team are highly skilled in online audio and video production, we’ve used their services many times for bespoke projects created for clients like Sony Ericsson www.idealdayout.com and even for our own home page animated video.  I’m over the moon that we can now deliver in-house audio and video productions when creating innovative marketing solutions for our clients.”

UK, London

BBC Worldwide goes exclusive with Exponent Private Equity over the sales of BBC Magazines.

BBC Worldwide, the commercial arm of the BBC, has selected Exponent Private Equity as its preferred strategic partner for BBC Magazines.

This follows a competitive tender process started in 2010.  BBC Worldwide’s decision to move to exclusivity with Exponent has been approved by the BBC Trust.

Discussions will continue with Exponent, with a view to completing an agreement this summer.

UK, London

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UK Buyout market registers strongest quarter in two years

Data from Lyceum Capital and Cass Business School’s UK Growth Buyout Dashboard shows that 23 smaller private equity buyouts worth an aggregate £828 million* completed between 1 January and 31 March 2011 – the highest volume and value seen in any single quarter during the past two years.

This quarterly trend analysis of private equity transactions in the £10 million to £100 million segment highlights a continuing upward trend and represents a strong start to the year.

The report’s authors say the figures reflect growing confidence and appetite amongst investors to support businesses which, having proven their resilience during the downturn, and are now well placed to harness emerging growth opportunities.

Number of investments

Whilst 11 transactions in the £10-25 million value range make up 48% of all mid-market ativity, the 12 deals completed in the £26-100 million range was a higher volume than has been seen any quarter during the previous two years .

Type of investments

Management buyouts (MBOs) continued to be the most prevalent transaction type in Q1 2011, accounting for 61% of all activity (14 of the 23 deals). However the data also illustrates that there has been a sharp rise in the number of secondary buyouts.

Eight SBOs completed – the highest volume of this type of deal in any quarter over the last two years and accounts for a third of all transations completed in Q1 2011.

The reports authors believe this rise was expected given the increased number of larger deals recorded and that the trend reflects the number of private equity houses continuing to rely on old-style intermediary-based deal sourcing, rather than research-led direct origination.

Only one public-to-private transaction was launched in the quarter, underlining the lack of appetite for de-listings within the mid-market.

This lack of interest is unlikely to improve given the recently announced proposals to change the Takeover Code.

Investments by industry

Technology, media, telecommunications (TMT) businesses attracted the most private equity investment in the quarter, with the seven deals completed in the sector accounting for 30% of all deals in Q1 2011.

This is a sharp rise in activity from previous quarters (Q4 2010: 3, Q3 2010: 2), continuing an underlying trend which saw the annual number of deals involving TMT businesses nearly treble from four in 2009 to 11 in 2010.

The other sector showing increased activity is retail and consumer, in which more deals were transacted (four) than in any other quarter over the past two years.

Trade, IPO and Secondary Exits

The first quarter of 2011 has seen the number of exits from private equity investments remain relatively steady with 11 deals completing in Q1 compared to an average of 10 over the previous four quarters.

Whilst trade dominated the buyer pool throughout 2009 and 2010, the first quarter of 2011 has seen this trend reverse, with the majority of exits (73%) being provided by eight secondary buyouts.

With just four exits through trade buyers, Q1 2011 has seen the lowest level of trade activity registered since Q4 2009.

The reports authors suggest that this trend reflects an increasing number of sponsors returning to market following the downturn looking to quickly deploy capital in mature private-equity backed assets.

Commentary

Commenting on the report, Andrew Aylwin, Partner at Lyceum Capital, said: “Optimism or pressure to invest? Whatever the reason, activity was up again in Q1. If this trend continues, we may see a hundred new deals this year, up from 68 last year and just 35 in 2009.

“But with prices on the rise, managers in the lower mid-market are working hard to understand investment risk, with deal processes drawn-out as a consequence.

“It’s too early to tell whether 2011 will yield a good vintage, but the market is clearly testing investment selection today with value-adding skills in the spotlight next.”

Scot Moeller, Professor in the Practice of Finance at Cass Business School, said: “It is notable that the first quarter’s activity in this lower middle market has been broader based than last year in terms of both industry sectors and size of deal.

“When combined with the consistently higher deal flow since early 2009, this should be a good indicator of continued strong deal flow in the next several quarters although the market is clearly still at a point where participants expect surprises.

“Particular strengths are currently in the technology sector, including software, as businesses gear up with the continuing improved outlook for the economy; these two sectors should continue to see increasing activity in 2011.”

For more information go to the The Cass/Lyceum Capital UK Growth Buyout Dashboard

*All figures for aggregate enterprise value of private equity investments are based on confirmed values from Experian’s CorpFin database and additional estimations by Lyceum Capital and Cass Business School where undisclosed.