Fusion Corporate Partners

Internet media company Internet Brands is to be acquired by an affiliate of Hellman & Friedman Capital Partners VI, L.P. in a transaction valued at approximately $640 million. Under the terms of the agreement, Internet Brands stockholders will receive $13.35 in cash for each outstanding share of common stock they own. This price represents a premium of approximately 46.5% over the closing price on September 17, 2010.

The Board of Directors, on the unanimous recommendation of a Special Committee of independent directors, approved the merger agreement and recommends that Internet Brands’ stockholders adopt the merger agreement.

“We are very happy for our stockholders — this is a great outcome. And we’re excited about continuing to build our business with a great new partner,” said Bob Brisco, CEO of Internet Brands. “We are deeply grateful to those who have shared the journey with us this far. And we are looking forward to the next leg of building a powerful New Media company with our new owners.”

“Internet Brands is a uniquely positioned internet media company,” said Andy Ballard, Managing Director at Hellman & Friedman. “The company has built an impressive platform for branded vertical websites. We look forward to partnering with Bob and the entire Internet Brands team to support the company’s continued success.”

Debt financing commitments have been provided by Bank of America, N.A., BMO Capital Markets, GE Capital and RBC Capital Markets. Idealab, which beneficially owns approximately 19% of Internet Brands’ outstanding common stock and approximately 64% of the voting power of the company, has entered into a voting agreement with an affiliate of Hellman & Friedman relating to the merger agreement. The transaction is subject to stockholder approval, including approval by holders of a majority of the outstanding common stock not owned by Idealab and certain other excluded parties, and customary closing conditions. The transaction is expected to close in the fourth quarter of 2010.

Jefferies & Company, Inc. is acting as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to the Special Committee of the Board of Directors of Internet Brands. Munger, Tolles & Olson LLP is serving as counsel to Internet Brands. Simpson Thacher & Bartlett LLP is serving as counsel to Hellman & Friedman.

USA, El Segundo, CA

Related articles:

• Internet Brands acquires DoDTracker.com and PursePage.com Posted on April 28, 2010
• Internet Brands acquires online professional directory network ExpertHub Posted on April 28, 2010

Autobytel, a provider of online consumer purchase requests and marketing resources to the automotive industry, has acquired substantially all of the assets of privately-held Autotropolis and Cyber Ventures.  Prior to the acquisition, the Sellers operated under common ownership in Tampa, Florida and shared operating staff and other administrative and operational resources. Cyber Ventures through proprietary content, generates and sells in-market consumer automotive purchase requests.  Autotropolis, through its Autotropolis.com website, provides new car purchase requests and related digital products directly to automotive dealers.
 
The acquisition was effected through an Asset Purchase Agreement. The aggregate purchase price is $15,000,000, which includes post-closing cash payments of up to $1,000,000, contingent on the achievement of target operating goals of the acquired companies over a 12 quarter period commencing with the quarter ending December 31, 2010, and ending with the quarter ending September 30, 2013.  At closing, Autobytel paid a portion of the purchase price with a combination of $9,000,000 in cash on hand, $5,000,000 in convertible subordinated debt, and a warrant to purchase 2,000,000 shares of Autobytel’s common stock.

On a combined basis, Cyber Ventures and Autotropolis had 2009 annual revenues of approximately $10 million. Autobytel reported annual revenues of $53 million for 2009 and $23.9 million for the first half of 2010. The transaction is expected to be immediately accretive to Autobytel’s earnings.

Cyber Ventures and Autotropolis co-founders Ian Bentley and William Ferriolo and certain members of their staff will join the Autobytel team.

USA, Tampa, FL & Irive, CA