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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Warburg Pincus invests in Reorg Research

Warburg PincusWarburg Pincus has acquired a controlling stake in Reorg Research, an industry-leading provider of real-time news, commentary, and analysis on issues affecting the distressed debt, event-driven and leveraged finance markets. Terms of the transaction were not disclosed.

Founded in 2013 by former distressed debt investor Kent Collier, Reorg leverages powerful proprietary technology to collect data in real-time and apply machine learning and natural language processing to filter the information, all in one easy-to-find place. The company also has a dedicated team of experts comprised of journalists, former lawyers and investment bankers that leverage Reorg’s proprietary technology to deliver industry-leading editorial content. Reorg currently has a suite of six SaaS-based products, each with a distinct value proposition, that a diverse and loyal global client base – including leading hedge funds, investment banks, law firms and financial advisors – uses to make better business and investment decisions.

This latest deal reflects heightened investor interest in providers of specialist content; the agreement follows Fitch Group’s purchase last week of Fulcrum Financial Data, a rival distressed-debt research firm whose publications include Covenant Review and LevFin Insights. In 2017, BC Partners sold a minority stake in Acuris, which publishes the trade publications Debtwire and Mergermarket, at a valuation of £1bn. Blackstone earlier this year bought a majority stake in Thomson Reuters Financial & Risk at a valuation of $20bn.

Kent Collier, the distressed-debt investor and blogger who launched Reorg in 2013, said, “Data is compounding at a geometric rate around the world and there is too much of it to be analysed by editorial talent alone”.

Chandler Reedy, Managing Director at Warburg Pincus, said, “Kent is a unique talent, and he and his team have built a highly differentiated business and technology platform with team of experts that synthesize and analyze real-time, mission-critical information highly sought by their customers. As the clear market leader with a proven growth model across multiple products and geographies, we believe Reorg is exceptionally well positioned for continued growth.”

USA, New York, NY

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Blackstone-led consortium agrees partnership with Thomson Reuters for financial & risk business

 

Thomson ReutersFollowing our earlier reporting on talks between Thomson Reuters and private equity firm Blackstone, the transaction has now been agreed on, with Thomson Reuters to sell a 55% majority stake in its F&R business to private equity funds managed by Blackstone. The transaction values the F&R business at approximately $20 billion. Thomson Reuters will receive approximately $17 billion in gross proceeds at closing (subject to purchase price adjustments) funded by $14 billion of debt and preferred equity to be incurred by the partnership and a $3 billion cash equity contribution by Blackstone. Thomson Reuters will retain a 45% interest in the F&R business. Thomson Reuters will also maintain full ownership of its Legal, Tax & Accounting and the Reuters News businesses. Canada Pension Plan Investment Board (CPPIB) and GIC will invest alongside Blackstone for the transaction.

The F&R business provides a broad range of offerings to financial market professionals. Its global content sets include fundamentals, estimates and primary and secondary research. F&R also provides customers with tools, platforms, venues and services to enable fast, intelligent decision-making. The businesses that will comprise the new F&R partnership had 2017 revenues of approximately $6 billion.

At the closing of the proposed transaction, F&R and Reuters News will sign a 30-year agreement for Reuters to supply news and editorial content to the new partnership. Under the agreement, F&R will pay Reuters a minimum of $325 million annually. For the duration of the news contract, Thomson Reuters will grant F&R a license to permit F&R to brand its information feeds and products/services with the “Reuters” mark, subject to applicable limitations and restrictions set forth in a trademark license agreement.

Jim Smith, president and chief executive officer of Thomson Reuters, said, “This deal strengthens F&R and should accelerate its growth and benefit its customers across the sell-side, buy-side and trading venues. Blackstone’s strong relationships in the financial services industry and long and successful history of corporate partnerships will help F&R provide new and innovative products and services, drive further efficiencies and navigate ongoing industry consolidation.”

Canada, Toronto, Ontario & USA, New York, NY

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Blackstone in advanced discussions to buy stake in key Thomson Reuters unit

Thomson ReutersPrivate equity firm Blackstone is in advanced discussions with Thomson Reuters to buy an approximate 55 percent stake in the Financial and Risk (F&R) business of Thomson Reuters Corp. for more than $17 billion. According to reporting by Reuters, Thomson Reuters would receive around $4 billion in cash and $13 billion financed by new debt taken on by the new F&R partnership. It would value the unit at about $20 billion.

The F&R business provides a broad range of offerings to financial markets professionals, with $6.1 billion in revenues in 2016. F&R delivers global content sets, including fundamentals, estimates and primary and secondary research alongside tools, platforms, venues and services to enable fast, intelligent decision-making and trading. F&R also provides regulatory and risk management solutions to help customers anticipate and manage risk and compliance.

In an announcement, Thomson Reuters said, “As part of any proposed partnership, Thomson Reuters would retain a significant interest in the F&R business and would retain full ownership of its Legal, Tax & Accounting and Reuters News businesses”.

Canada, Toronto, Ontario & USA, New York, NY

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UBM sells PR Newswire to Cision

 

PR NewswireUBM plc has agreed to sell PR Newswire to Cision, a provider of public relations software, for $841m.

Cision, which is controlled by Chicago-based private equity group GTCR, acquired media monitoring group Gorkana from private equity group Exponent for £200m last year.

PR Newswire had revenue of 195.8 million pounds in 2014, about 26 percent of UBM’s total revenue.

Terms of the deal:

  • The total sale price is $841m, $810m in cash and $31m of preferred equity
  • The total sale price of $841m is a circa 11.2 times multiple of PR Newswire’s 2014 adjusted
    earnings before interest, tax, depreciation and amortisation. The cash value of $810m represents a circa 10.8 times multiple.
  • £245m is proposed to be returned to shareholders by way of a special dividend.
  • Net cash proceeds received on completion are expected to be approximately £498m after adjustments for transaction expenses, debt-like items, tax and a contribution of £10m to UBM’s pension scheme

The agreement is subject to anti-trust clearance in the US. Completion is expected late in Q1 2016

Tim Cobbold, Chief Executive of UBM plc, said: “Today’s announcement represents a significant step in the execution of UBM’s “Events First” strategy, the objective of which is to become the world’s leading focused B2B Events business. The Board is confident that this transaction realises excellent value for our shareholders.

Following the successful acquisition of Advanstar in 2014, the disposal of PR Newswire further increases our focus on the attractive, high growth and high margin events sector with more than 80% of UBM’s continuing revenues generated in Events. In addition, the retained sales proceeds will increase our capacity to invest in bolt-on acquisitions to strengthen the portfolio and grow the
business faster, whilst maintaining appropriate financial discipline.”

UK, London & USA, Chicago, IL

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Verisk Analytics to acquire Wood Mackenzie

logo_verisk-t1Data analytics provider Verisk Analytics is acquiring Wood Mackenzie from private equity firm Hellman & Friedman and other Wood Mackenzie shareholders. Wood Mackenzie provides data analytics and commercial intelligence for the energy, chemicals, metals and mining verticals.

The purchase price is £1.850 billion (approximately $2.8 billion) to be paid in cash. Verisk intends to finance the transaction through a combination of about $2 billion in debt and up to $800 million in equity.

For the year ended December 31, 2014, Wood Mackenzie’s revenue and EBITDA were £2woodmac_logo27 million and £107 million, respectively, representing an EBITDA margin of 47.1%. The transaction is expected to close during the second quarter of 2015. Stephen Halliday, Wood Mackenzie’s CEO, will continue to lead the business, reporting to Verisk president and CEO, Scott Stephenson.

In July 2012 Fusion DigiNet reported that private equity group Hellman & Friedman had taken a 63% stake in Wood Mackenzie in a deal that valued Wood Mackenzie at £1.1 billion pounds (approximately $1.7 billion). Vendor Charterhouse retained a 13 percent interest. Wood Mackenzie’s management and staff held a 24 percent interest.

Based in Edinburgh, Wood Mackenzie’s customer base includes 800+ international and national energy and metals companies, financial institutions, and governments. Wood Mackenzie works with strategy and policy makers, business development executives, market analysts, corporate finance professionals, risk teams, and investors. The company has approximately 1,000 employees worldwide with offices in Edinburgh, Dubai, Houston, London, Singapore, and Sydney.

“Wood Mackenzie is a world-class company and an excellent addition to the Verisk family,” said Scott Stephenson, president and chief executive officer of Verisk Analytics. “The company has significant opportunities in the global energy, chemicals, metals and mining verticals, a track record of consistent revenue growth and profitability, distinctive and mission-critical solutions, and an impressive management team. Those are all features of a unique and wonderful business.”

USA, Jersey City, NJ and UK, Edinburgh

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