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Published byBarrie Pierce Modified over 9 years ago
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ITN Briefing May 6, 2008
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1 Background In July 2006 SPT and Veronis Suhler Stevenson (VSS) acquired ITN at a total value of $156MM – 78% acquired by VSS for $43.7MM – 15% acquired by SPT for $8.4MM – 5% allocated to ITN management – 2% allocated to Zelnick Media – $100MM of debt ($80MM term, $20MM subordinated) Since acquisition, we have been evaluating the feasibility and potential timing for SPE to buy-out VSS’s stake in ITN In order for an acquisition to be justified, ITN needed to successfully navigate a downturn in the business and return to growth In the last six months, ITN has strengthened the business and dramatically increased profitability – Acquisition case anticipated a decline from historic profitability due to the loss of Procter and Gamble, one ITN’s largest buyers – This decline was initially greater than anticipated, but the businesses has since rebounded and is now expected to outperform projections in 2008 With the businesses on an upswing, we recommend the following next steps to determine the feasibility of a full acquisition of ITN by SPE – Validate VSS likely value expectations (preliminary analysis implies a minimum price of $185-$215MM) – Conduct financial diligence, confirming if profits will continue to trend upward – If the results of this analysis are positive, formally exercise our right of first negotiation
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2 As ITN Navigated a Downturn, Projections Were Increasingly Conservative and the Multiple Required to Meet VSS Minimum Price appeared Prohibitive 2006 actual EBITDA missed bank case projections by 16% 2007 Actual missed target by 27% Given this underperformance, acquiring ITN at the end 2007 would have required paying 10.9x EBITDA--more than twice the original acquisition multiple Note: IRR figures calculated based on 12/31/07 transaction close
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3 If Recent Profit Improvements Signal Further Growth, This May be an Appropriate Time to Buy-out VSS at a Reasonable Multiple Revised ITN Q1 ’08 forecast suggests 2008 EBITDA will outperform bank case projections by 9% Projected 2008 EBITDA reduces the EBITDA multiple required to ensure a 30% IRR for VSS from 10.9x to 7.2x VSS may view current performance improvement as an opportunity to exit a business with inconsistent cash flows at an attractive IRR Note: IRR figures calculated based on 6/30/08 transaction close
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