Future plc acquires Dennis from Exponent Private Equity for £300 million

Future plc has acquired media subscriptions business Dennis from Exponent Private Equity LLP, for approximately £300 million.

The titles being acquired by Future are: The Week UK / The Week US, The Week Junior UK / The Week Junior US, MoneyWeek, Kiplinger, Science & Nature, IT Pro, Computer Active, PC Pro, Minecraft World, and Coach.

The four titles not being acquired by Future – Viz, Fortean Times, Cyclist and Expert Reviews – will be retained by the Vendors.

Dennis demonstrated strong growth in its financial year to 31 December 2020, reporting revenue of £104.8m, up 12% on 2019, and adjusted EBITDA of £20.0m, up 14% on 2019. This growth has continued into 2021 with revenue growth of 16% in the twelve months ended June 2021. Gross assets as at 30 June 2021 were £210m.

Expected cost synergies are £5m per annum, to be achieved by FY2023. They represent 25% of Dennis’ FY2020 EBITDA.

The purchase price of approximately £300m is to be satisfied in cash on completion (expected on 1 October 2021), subject to normal closing adjustments. Under the terms of the acquisition, the Vendors have agreed to pay Future a minimum of £8m and a maximum of £10m within 12 months of completion.

The acquisition is being funded via the Group’s debt facility, which was increased to £600m in July 2021 via an amend and extend exercise.

Zillah Byng-Thorne, CEO of Future, said: “I am delighted to announce the acquisition of a high-quality portfolio of Dennis’ trusted brands that will accelerate our strategy, enhance our content capabilities and bring additional geographical and vertical revenue diversification, whilst materially increasing the proportion of recurring revenues across the Group.

“The materially earnings enhancing acquisition is highly complementary to our longstanding ‘US first’ mindset and provides an attractive opportunity to scale our recently created ‘Wealth’ vertical, whilst diversifying our presence in our ‘Knowledge’ and ‘B2B Pro Technology’ verticals.

“I look forward to welcoming our new colleagues to Future, and to continuing the successful execution of our strategy to generate long-term sustainable growth and attractive returns for our shareholders.”

James Tye, CEO of Dennis, said: “In the three years that the business has been owned by Exponent, Dennis has been on an incredible growth journey, delivering double digit increases in subscription revenues, a greatly increased US footprint; and significant bottom-line increases. This is a testament to the talented team at Dennis who have helped make all of this happen.

“We look forward to working with the team at Future to continue growing the reach, influence and value of all our key brands and businesses.”

UK, London

AgriBriefing sells its UK agriculture division to Arc Media Holdings

AgriBriefing, the provider of agricultural commodity pricing benchmarks, analytics, and market data, has sold its UK agriculture division to Arc Media Holdings, a global events, data and media platform backed by investment funds managed by Eagle Tree Capital. It is Arc’s first acquisition in the UK. According to reporting on Flashes and Flames, Agribriefing was sold for £20 million.

The information assets which will transfer include Farmers Guardian, Dairy Farmer & Arable Farming alongside all related digital platforms plus events brands LAMMA, CropTec and the British Farming Awards.

Commenting on the transaction, Rory Brown, CEO of AgriBriefing said:

“While we are pleased to announce the next evolution of AgriBriefing, in many ways today is a bittersweet day. The acquisition of Farmers Guardian from UBM in 2012 represented the original pillar around which we have built our company and we are enormously proud of the job our teams have done over the past 10 years.

“Following discussions with Simon (Foster) and his team we quickly realised that they shared a similar underlying belief in the future of successful media and community platforms. We do not feel we could have found a better home for our transferring brands, and the teams who work on them. We will continue to cheer their future success from the sidelines as the UK agriculture business enters its next stage.

UK, London & USA, New York, NY

IMServ to be sold by Schneider Electric to Blue Water Energy

IMServ Europe Limited has announced to customers that their owners, Schneider Electric, have signed an agreement with Blue Water Energy LLP for the sale of IMServ.

Bluewater is a London-based middle-market private equity firm, specialising in the energy sector.

IMServ is a provider of metering and data services to the energy market and has around 525 employees, primarily in the UK.

The date of the closing, should be effective in Q3 2021.

More details to follow.

UK, London & UK, Milton Keynes & France, Rueil-Malmaison

Bowmark Capital backs buy-out of IWSR

Bowmark Capital, the mid-market private equity firm, has backed the buy-out of IWSR, a source of data and intelligence for the $1.5 trillion alcoholic beverage market, from FPE Capital. The terms of the transaction are not disclosed and the buy-out includes a re-investment by the IWSR management team..

IWSR’s database tracks consumption trends across 30,000 brands and 157 countries.  The company has over 200 blue chip customers representing all the major market participants including producers, ingredient manufacturers, investment banks and consultancies. The company’s data and insights help its customers understand channel, distribution and sales trends in all their core markets.

In the just under three years of FPE’s ownership IWSR increased revenues by 110% and increased EBITDA by 160%. It is the first exit for FPE from its second, spin-out fund which closed in 2017. The company also recently completed the acquisition of Wine Intelligence, broadening its coverage of the wine sector.

Bowmark investment director Tom Elliott said: “We have tracked IWSR for several years and have been impressed by the evolution of the business under the leadership of Mark and his team.  The business continues to capitalise on its unique position in a complex marketplace and has an exciting pipeline of new products to deliver additional value to its customers.  We are delighted to be backing the company in its next stage of growth.”

Mark Meek, CEO of IWSR, commented: “I am delighted with the progress the business has made in the last few years.  We are an ambitious team and are keen to work with Bowmark to continue to grow IWSR and expand the product portfolio and customer value proposition.  As we got to know Bowmark, it became clear that they really understand our sector and can help us accelerate our growth.”

UK, London

ClearCourse Partnership acquires Circdata

clearcoursAquiline Capital Partners backed ClearCourse Partnership, a group of technology companies providing membership software and services, has acquired Circdata, a provider of event technology. The terms of the deal were not disclosed.

Founded in 1994 and headquartered in Newbury. The company employs around 55 people across its head office in the UK and R&D team in Poland. Circdata was originally a data management company and has since developed into an event technology business, providing software solutions to many of the world’s largest exhibition and conference organisers. Its proprietary software platform, Fusion, offers a suite of services that aide exhibitor management, visitor registration, ticket sales and subscriptions.

Following the acquisition, the company will be led by Chris Clipston, in his new role as Managing Director of Circdata, and the existing management team. James Ormiston, Circdata’s founder, will move to an advisory and consulting role.

Since its foundation in 2018, ClearCourse has acquired four other UK-based software and service providers: MillerTech, Silverbear, Clear Direct Debit and APT Solutions. Gerry Gualtieri, CEO of ClearCourse, says: “We are delighted to announce the addition of Circdata to the Partnership. Our mission is to foster talent and innovation in the membership software space, supporting the growth and development of dynamic tech companies through the provision of both capital and operational resource. Circdata’s addition to the group will create several operational and market synergies with our existing companies.

UK, London & Newbury, Berkshire

 

Dennis acquires Kiplinger

Dennis PublishingDennis Publishing has acquired Kiplinger Washington Editors, Inc., publisher of business forecasts and personal finance advice available in print and online. The terms of the deal were not disclosed.

Kiplinger, founded in 1920 in Washington, D.C. and run by three generations of the Kiplinger family, publishes the largest paid-subscription publications in several financial fields: the weekly Kiplinger Letter, the biweekly Kiplinger Tax Letter, the monthly Kiplinger’s Retirement Report and the monthly Kiplinger’s Investing for Income. Kiplinger’s Personal Finance, its most widely read product, has a 600,000-circulation monthly magazine and was first published in 1947, The Kiplinger.com website has around four million unique visitors and 30 million page views per month.

James Tye, Group CEO of Dennis, said: “Kiplinger is everything we look for in a business: It is blessed with strong brands that have developed a high degree of trust with their readers, allied to a vibrant, growing digital business. Kiplinger is run by an experienced leadership team that understand the value of authoritative and concise information in the finance category as well as the key role the various Kiplinger brands play in delivering excellent results for its advertising clients.”

Tye continued: “Kiplinger is a great fit for Dennis. It expands our presence into the finance category, an area we already have an impressive footprint in with the The Week and MoneyWeek. It is also a business with strong, recurring, subscription revenues; Dennis stands out as a company that is built around brands that readers trust and want to buy. I look forward to working with Denise Elliott and her talented team to keep growing the relevance, reach and revenues of the Kiplinger business.”

Denise Elliott, Senior VP and Chief Operating Officer at Kiplinger, will step up to run Kiplinger as CEO from the company’s Washington DC headquarters and will become part of the Dennis leadership team.

Knight Kiplinger, 71, will remain Chairman of KWE’s former parent, Outlook, Inc., and will serve as an informal advisor to Kiplinger and Dennis on editorial content, with the title of Editor Emeritus. None of Outlook’s real estate holdings in Maryland and Martin County, Fla., are part of the transaction, and will continue to be owned and managed by the Kiplinger family.

Dennis, with its US headquarters in Washington, was acquired by private equity firm Exponent in October 2018. Kiplinger is the first acquisition that Dennis has made in the US since it changed ownership. Dennis already owns The Week based in New York.

UK, London & USA, Washington, DC

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Sovereign Capital Partners backs MBO of Utility Bidders

utility bidderPrivate Equity Buy & Build specialist Sovereign Capital Partners has backed the management buy-out of Utility Bidder, an energy broker, offering energy procurement services to UK, SME customers.  The terms of the deal were not disclosed.

Founded in 2009, and headquartered in Corby, Utility Bidder employs around 100 staff and has a sales office in Manchester. The company currently brokers energy and other utilities contracts to over 14,500 SME clients across a number of industry sectors in the UK.

sovereignUtility Bidder has performed strongly growing sales by over 40% in the current year. The team is led by an CEO, Chris Shaw; Sovereign has augmented the management team with the appointment of Mark Wood, formerly CEO of Axa UK, as non-executive Chairman. Founders James Longley and Sally Martin remain with the business, James as Utility Bidder’s MD.

Jeremy Morgan, Partner at Sovereign, said, “We are very pleased to be supporting this business and strong management team in what is a burgeoning market. Utility Bidder has already achieved tremendous success and enjoys established relationships with both its SME customer base and its energy suppliers.  We look forward to working with Chris and the team to help take this top ranked energy broker to the next stage of growth.”

UK, London & Corby, Northamptonshire

FC Business Intelligence targets growth with LDC investment

LDCMid-market private equity investor LDC has backed the management buyout of global events company FC Business Intelligence. The value of the transaction is undisclosed.

FCBI delivers conference and exhibition events with a focus on providing thought leadership in a diverse range of sectors that are facing both challenges and opportunities from technological and strategic innovation including the energy, insurance, pharmaceuticals transportation and travel sectors. Its offering is designed to help senior business professionals stay at the forefront of change through insight sharing and networking with peers.

The investment will enable FCBI to target further organic growth as it plans to increase the scale of its events and expand into new markets, including Asia. The business will also look to make a number of acquisitions both at home and overseas.FC Business Intelligence

With 130 employees based at its head office in Shoreditch, FCBI operates globally with 65 per cent of the company’s annual turnover of £30 million generated in the US, 20 per cent in continental Europe and 10 per cent in the UK.

LDC is backing FCBI’s existing management team, led by Chief Executive Officer Piers Latimer. The investment marks an exit for its original founders.

The deal was led by investment director David Andrews and investment manager Alex Wilby. David Andrews and Rob Schofield will join the board of the business with Tim Trotter joining as Non-Executive Chairman, bringing significant experience of growing PE-backed people businesses internationally. David Gilbertson, former CEO of EMAP and Informa, also joins as a Non-Executive Director, bringing a wealth of industry experience.

Piers Latimer, Chief Executive Officer of FCBI, said, “We have established a worldwide reputation for developing high-quality strategic events that deliver the insights business leaders need to direct their companies and shape their markets. With demand for our services only set to increase, we’re in a great position to accelerate growth. Bringing on board an experienced and well-connected investment partner in LDC felt right at this juncture and we’re excited to be moving forward with their support”.

David Andrews, investment director at LDC in London, added, “Piers and his management team have overseen a remarkable period of growth for FCBI thanks to their focus on content-rich, delegate-led events that deliver real value to more than 9,000 attendees and 1,400 sponsors and exhibitors each year. The opportunity now is for the management team to strengthen and extend this growth and we’re looking forward to supporting them on this journey.”

UK, London

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Consortium to buy Dun & Bradstreet for $6.9BN

Dun & BradstreetAn investor group led by CC Capital, Cannae Holdings and funds affiliated with Thomas H. Lee Partners LP is to acquire financial services firm Dun & Bradstreet in a take-private deal valued at $5.4 billion, excluding debt.

Under the buyout agreement, shareholders of the 177-year-old Short Hills, N.J., financial-services company will receive $145 in cash for each share of common stock they own, Dun & Bradstreet said late Wednesday in a news release. That represents a premium of about 30% over its closing share price of $111.63 on Feb. 12, the last trading day before the company said it planned a strategic review of the business.

Thomas J. Manning, Dun & Bradstreet’s chief executive, said that the deal is the “culmination of a thoughtful and comprehensive review of the value creation opportunities available to the company as part of a full portfolio and business assessment and exploration of strategic alternatives with multiple financial sponsors”. Mr. Manning and James N. Fernandez, a director of the firm, will serve as CEO and chairman, respectively, through the deal’s closing, Dun & Bradstreet said.

The New York Stock Exchange-listed company will become privately held after the closing of the deal, which it values at $6.9 billion including the assumption of $1.5 billion of Dun & Bradstreet’s net debt and net pension obligations.

“As a private company, Dun & Bradstreet will be well positioned to reinvigorate growth and create increased value for all stakeholders,” said Thomas Hagerty, a managing director at private-equity firm Thomas H. Lee.

The deal will be financed through a combination of committed equity financing provided by the investor group, as well as debt financing that has been committed to by Bank of America Merrill Lynch, Citigroup Inc. and RBC Capital Markets, Dun & Bradstreet said.

Dun & Bradstreet said its board is unanimously recommending that shareholders vote to adopt the agreement a coming special meeting. The deal is expected to close within six months, subject to shareholder approval, regulatory and other customary conditions, Dun & Bradstreet said.

However, the agreement also provides for a 45-day “go-shop” period to draw more potential buyers, the company said.

Dun & Bradstreet said it would have the right to terminate the deal agreement to enter into a superior proposal subject to certain conditions and procedures.

JPMorgan is serving as financial adviser to the company. Financial advisers to the buyer include BofA Merrill Lynch, Citigroup and RBC Capital Markets, Dun & Bradstreet said.

The company has also released second-quarter earnings, saying it recorded net income of $93 million, or earnings per share of $2.50, on revenue of $439.6 million.

USA, Short Hills, NJ & New York, NY

Exponent acquires Dennis Publishing

Exponent PEExponent is to acquire Dennis Publishing, a multi-platform international media group which owns several award-winning brands including its flagship title, The Week.

Initial reports from Sky News suggested Exponent could pay between £150m and £200m, with The Week alone valued at around £100m, although the final amount was unconfirmed.

Dennis is a leading consumer media and e-commerce organisation, based in London and New York. Its portfolio consists of over 30 brands across four main areas of focus: Current Affairs, Technology, Automotive and Special Interest. In addition to The Week, it is home to several well-known brands including MoneyWeek, The Week Junior, BuyACar.co.uk, Auto Express, CarBuyer, Computer Active, Alphr.com, Cyclist and Viz, among others. Across all its brands it reaches over 50 million readers and sells over 2.5 million magazines every month.

Dennis is the first investment to be made from Exponent’s fourth fund, Exponent Private Equity Partners IV, LP.

Commenting on the acquisition, David McGovern of Exponent, said, “Dennis is a unique, innovative and dynamic publishing and e-commerce business. We believe that there is a significant opportunity to grow both its print and digital platforms, which will allow it to reach and engage even more readers and customers. Exponent is delighted to back James Tye and his team. We look forward to combining their expert knowledge with our own deep experience in consumer media and e-commerce to help further develop Dennis’ strong market positions and build on Felix Dennis’ legacy.”

Dick Pountain, on behalf of the Executors of the Felix Dennis estate, said, “The Executors of Felix Dennis’ estate are delighted to agree the sale of Dennis Publishing to Exponent. We see Exponent as excellent partners for Dennis; their track record in media is extremely strong and we have confidence in their ability to continue to grow the size and reputation of the company that Felix created almost 50 years ago.

The proceeds of this sale go to the Heart of England Forest (HoEF), a charity which Felix established during his lifetime. This endowment will enable the charity to create Felix’s ambitious vision – planting and maintaining the largest contiguous, broadleaf woodland for public enjoyment that the UK has seen in a century. The sale ensures not just a bright future for all involved but will create a lasting and important legacy for future generations.”

UK, London

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