Ascential acquires Flywheel Digital for $60M

November 1, 2018 — Fusion DigiNet

Ascential plcGlobal specialist information and events company Ascential plc is to acquire Flywheel Digital, a leading US-based provider of managed services to consumer product companies trading on Amazon, for an initial cash consideration of $60 million plus earn out payments payable over three years.

Founded in 2014, Flywheel offers customers Amazon-specific software, tools and expertise to drive sales and brand performance across Amazon platforms by directly actioning solutions for clients. Flywheel’s proprietary platforms and processes optimise brands’ online operations, including merchandising, supply logistics and media management. Flywheel primarily serves large-scale US consumer product companies, with more than 70 customers and more than 90 staff based in Baltimore and Seattle.

The initial consideration of US$60m (subject to normal working capital adjustments) is being paid out of Ascential’s existing cash reserves using capital released from the sale of the Exhibitions business. Earn out consideration is payable in cash based on the revenue of the business for the next three years to 2021 and is expected to total between approximately US$47m and US$196m. A portion of the earn out is subject to the founders remaining in employment with the company. The total potential consideration, including both initial consideration and earn out payments, is capped at US$400m in the event that extremely stretching revenue levels are reached.

In the year ended December 2017, Flywheel grew its revenue by more than 150% and delivered unaudited profit before tax of $4.8m. It had gross assets of $23.9m at December 2017. The transaction is expected to be earnings accretive in Ascential’s current financial year.

Flywheel will report to Duncan Painter, CEO of Ascential. The business will be reported as part of Ascential’s Sales segment alongside the newly integrated Edge business (comprising One Click Retail, Clavis, Planet Retail RNG and Brand View) which offers a range of insight and advisory solutions to improve performance across Amazon and other eCommerce platforms.

Duncan Painter, CEO of Ascential, commented, ‘We have a clear focus on providing information and capabilities that enable our customers to succeed in the digital economy. The acquisition of Flywheel is in line with this strategy, further strengthening our offerings in eCommerce for brands navigating the digital market places, particularly Amazon.’

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A Fusion Deal: Integer Research sold to Argus Media

October 19, 2018 — Fusion DigiNet

ArgusInteger Research an independent provider of specialist market intelligence and analysis, consultancy services and conferences has has been sold to Argus Media, the global energy and commodity price reporting agency. Fusion Corporate Partners acted as corporate advisor for Integer Research. The Fusion team was led by Paul Kelly, Director at Fusion. The terms of the deals were not disclosed.

Integer provides the fertilizer, wire and cable, and emissions control markets with specialist economic and financial analysis, market forecasts, strategy, and benchmarking information, as well as global conferences.

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Paul Kelly

Speaking about the sale, Fusion’s Paul Kelly said, “I’ve known Integer Directors Tim Cheyne, and Oliver Hatfield for four years; I met their third partner, Philip Radbourne at the start of the process. They are a highly professional team with great industry knowledge and expertise. Integer is a great fit with Argus and they will do very well. I wish them every success”.

Integer Managing Director Tim Cheyne added, “This is a natural cultural and strategic fit for Integer and we are excited to build on Argus’ existing global expertise in commodity markets and leverage its technology and platform strengths to the benefit of our customers.”

Argus Media Chairman and Chief Executive Adrian Binks said, “Argus’ acquisition of Integer will expand the range and depth of services we offer to our customers. Integer has a unique product offering and this, combined with Argus’ global reach and scale, will offer users powerful market intelligence and insight.”

Argus first entered the global fertilizer markets with the acquisition of price reporting and events business FMB Consultants in 2011. A company sale project also managed by Fusion Corporate Partners. In 2014 Fusion sold Metal Pages to Argus.

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Other Fusion Deals:

Media & Business Information

Exhibitions & Conferences

Business Support Services and Energy & Environmental Services

 

MORE FUSION DEALS

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FC Business Intelligence targets growth with LDC investment

August 28, 2018 — Fusion DigiNet

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.”

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Consortium to buy Dun & Bradstreet for $6.9BN

August 10, 2018 — Fusion DigiNet

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

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