Sunday, October 7, 2012

Has the “Strategy du Jour” Run its Course for Commercial Printers? – September 2012 M&A Activity

September was a tough month for the printing and related industries. After a very quiet summer, there were several Chapter 11 bankruptcies, spanning the commercial, wide format and newspaper sectors.

I have been wondering when the expansion into wide format printing by so many commercial printers would catch up with the industry. Formerly a niche offering served by specialty shops, adding wide format capabilities has become the “strategy du jour.” This approach has been touted in industry publications and enabled by increasingly sophisticated, but easy to use, inkjet devices. We have noted several small sign shops that closed over the past year and, in September, a much larger player in the wide and grand format business developed corporate indigestion. Image Transform, located in Des Moines, Iowa, filed for Chapter 11 after more than 35 years draping buildings, wrapping buses and serving up all sorts of wide format products.

The Journal Register Company, publisher of multiple newspapers, filed Chapter 11 for the second time in just four years, also affectionately known in bankruptcy circles as a “Chapter 22.” Several publishers that are related to the Journal Register Company also filed for bankruptcy (we only listed the parent company in the deal log). The company reports that it has a “stalking horse” credit bid lined up, and that it expects to emerge from bankruptcy this time as a healthy company. Another publisher, Rural Newspapers, headquartered in Tennessee and much smaller than the Journal Register Company, gave up and filed for Chapter 7 liquidation. In another transaction indicative of the ongoing struggle for survival in the newspaper industry, White Birch Paper Company, maker of newsprint paper, announced that it had completed its restructuring with the support of private equity fund Black Diamond Capital. Vertis, the financially challenged publisher of ubiquitous newsprint advertising inserts, monetized non-core assets and sold SGS International, its prepress company that specializes in packaging.

Our research found two commercial printers that voluntarily filed for protection of the bankruptcy court, hoping to wash away their debt and emerge cleansed and ready to compete once again. Two small commercial printers threw in the towel and filed for liquidation under Chapter 7. In a move that reportedly surprised its employees, Finlay Printing, a highly respected commercial printer in Bloomfield, Connecticut, washed out and closed its doors after more than 135 years in business.

In separate deals that do not appear to be distress acquisitions, two packaging printers acquired non-packaging companies, adding new services. Private equity-backed industry powerhouse WS Packaging Group acquired Business Graphics Printing, a very small commercial printer in Knoxville, Tennessee, reportedly for the company’s product insert printing capabilities. In another transaction, Salem Printing, a flexo commercial and packaging printer, acquired direct mail printer Advanced Direct in Greensboro, North Carolina. 


Continuing the trend towards diversification of services in the printing industry, two deals were announced in which industry-disruptive, print-centric companies acquired firms that offer promotional products. Innerworkings, the wildly successful intermediation company, purchased Merchandize Mania, a UK-based firm which provides corporate promotional merchandise to clients in Europe and Asia. Shutterfly, which identifies itself as the “leading Internet-based social expression and personal publishing service,” bought Penguin Digital. The acquired company uses proprietary apps that enable consumers to order individual personal items printed with images downloaded directly from mobile devices. Although they serve very different markets, one corporate and the other consumer, we see these two companies and their recent acquisitions as prime examples of the new strategies for prospering in printing and related industries.


2012 September - Mergers and Acquisitions in the Printing, Packaging, Paper & Related Industries

Deal Party #1
(Surviving Entity)
Pre-Deal
Revenues
($Mil )


Party #1 Address


Deal Party #2
Pre-Deal
Revenues
($Mil )


Party #2 Address
Date
Deal
Public
Deal
Value
($Mil)

Deal Structure
(Intermediary)


Notes

Press
Releases
WS Packaging Group No Data Green Bay, WI Business Graphics Printing No Data Knoxville, TN 9/28/12 No Data Acquisition Commercial printing & inserts Link
SGS International No Data Louisville, KY Vertis $1,200 Baltimore, MD 9/20/12 No Data Acquisition - Partial Packaging prepress Link
BD White Birch Investment LLC No Data Greenwich, CT White Birch Paper Company No Data Quebec City, QC 9/18/12 No Data Acquisition Newsprint paper mfg. Link
H.I.G. Europe No Data London, UK Vacumet Paper No Data Franklin, MA 9/17/12 No Data Acquisition Metallized Papers Link
Shutterfly $91.3 Redwood City, CA Penguin Digital No Data New York, NY 9/17/12 No Data Acquisition Promotional items photo app Link
Innerworkings $633.0 San Francisco, CA Merchandise Mania £6.0 UK 9/12/12 No Data Acquisition Promotional items Link
RR Donnelley $10,611 Chicago, IL Express Postal Options No Data Torrance, CA 9/10/12 No Data Acquisition Mailing services Link
Salem Printing No Data Winston-Salem, NC Advanced Direct No Data Greensboro, NC 9/5/12 No Data Acquisition Flexo packaging & direct mail Link
Acme Bookbinding No Data Boston, MA HF Group No Data N. Manchester, IN 9/1/12 No Data Merger Bookbinding Link


2012 September - Bankruptcy Filings in the Printing, Packaging, Paper & Related Industries



Filing Party

Date
Case
Filed
Pre-Petition
Revenues
($Mil )



Case #



Filing Party Address



Circuit



Region & City



Judge



Attorney for Debtor



Notes
Chapter 11 Filings:
Ultimate Print Source, Inc. 9/28/12 No Data 12-32250 Ontario, CA 9th Central CA
Riverside
Mark D. Houle Stephen W. Johnson Commercial printing
Image Transform, Ltd. 9/21/12 No Data 12-02967 Grimes, IA 8th Southern IA
Des Moines
Anita L. Shodeen Michael P. Mallaney  Grand format & display printing
Total Printing Services, Inc. 9/10/12 No Data 12-60540 Van Buren, MI 6th Eastern MI
Detroit
Walter Shapero Jason Patrick Smalarz Stationary printing
Journal Register 9/5/12 No Data 12-13774 Yardley, PA 2nd Southern NY
New York
Stuart M. Bernstein Neil E. Herman Newspapers & web-based news
Newcomb Print Communications 9/5/12 No Data 12-08042 Harbert, MI 6th Western MI
Grand Rapids
Scott W. Dales Donald C. Darnell Commercial printing
Chapter 7 Filings:
Brasil Printing Corp. 9/25/12 No Data 12-14032 Bronx. NY 2nd Southern NY
New York
Burton R. Lifland Pro Se Printing & copying
Lithographic Technologies, Inc. 9/20/12 No Data 12-15655 Woodbridge, VA 4th Eastern VA
Alexandria
Brian F. Kenney Steven B. Ramsdell Commercial printing
Rural Newspapers, Inc. 9/7/12 No Data 12-08199 Red Boiling Springs, TN 6th Middle TN
Nashville
Keith M. Lundin Steven L. Lefkovitz Community newspapers

Tuesday, September 4, 2012

Bankrupt Yellow Page Publishers, Google, and Printed Travel Guides – August 2012 M&A Activity

The separation between content creators and ink-on-paper grew wider in August. John Wiley & Sons, the publisher of thousands of journals and books, sold its travel-related assets, including Frommer’s guide books, to Google, essentially declaring defeat for printed travel guides and victory for the ultimate non-print content delivery company. Added to Google’s purchase last year of Zagat’s guides, the transaction is a clear indication that content is king, as the world’s ultimate neutral “contentless source” moves further into delivering its own content.

In another transaction, 
seemingly unrelated, Dex One is merging with SuperMedia to form Dex Media. Both companies are descendants of the moribund yellow page industry, having both gone through bankruptcy to shed debt and each now struggling to cope with steadily declining revenues. 

The connection between Google’s purchase of Frommer’s and the Dex Media deal? Both companies seek to capture a larger share of the growing ad spend from local advertisers, formerly heavily weighted to print media in the form of yellow page directories and newspaper advertising. The hegemony that print enjoyed for so long has disappeared, and local advertisers continue to move their ad spend to internet search engines, tablets and all forms of mobile apps. How many of those local ad dollars will follow the online content to Google, and others like it, furthering the decline of companies bound to delivering printed directories?

We notice that printers continue to debate the future of QR codes. Are they useful or not? Are they a threat to printers or a technique to help print endure? Frankly, I personally didn’t care or often even notice those little square codes until a recent visit to one of my favorite places, Mass MoCA (Massachusetts Museum of Contemporary Art) in North Adams, MA. As my wife and I toured the museum, which is housed in the massive former Arnold Print Works (yes – the museum’s many buildings were once home to a textile printer with over 3,000 employees) we entered the wing devoted to the artist Sol LeWitt. There it was on the wall – one of those funny little squares with even smaller squares in three corners and irregular dots. Expecting to be directed to a website, I pointed my iPhone at the QR code and waited. To my surprise, the QR code activated an audio track about the exhibit and the artist. As we moved to each gallery, there was a QR code at the entrance of each, which now predictably activated a download to my phone, to which we listened as we viewed the works of art. So right then and there, the debate was over for me, QR codes are convenient, inexpensive, flexible, and informative. And just in case you’re wondering, there was also a small brochure about the exhibit. Less print, but still there.

Private equity funds were busy in the printing industry again in August. MAI Holdings, affiliated with American Industrial Partners Capital Fund IV, purchased the outstanding stock of one of the printing industry’s innovative equipment manufacturers, Presstek, a company that among things, sells a hybrid offset press with digital plate setters built into the press for onboard plate imaging. The fund clearly sees a bright future for printed products, with Mark Andy, the narrow-web flexo press manufacturer, already in its portfolio. Classic Stripes, the large international provider of fleet marking graphics, acquired Modagraphics of Illinois, with the backing of Navis Capital Partners. Centre Lane Partners, another fund with a printing-related company in its current portfolio, boosted its position in flexible packaging with the acquisition of Oracle Flexible Packaging in Winston-Salem, NC.

Once again, in a repeat of our results in June, we could not find any new Chapter 11 filings of print-related companies. There were several Chapter 7 liquidations, however, all of them very small companies. Notably, three of the closures were franchisee operations, one each for Fastsigns, Minuteman Press and Allegra Print & Imaging.



2012 August - Mergers and Acquisitions in the Printing, Packaging, Paper & Related Industries

Deal Party #1
(Surviving Entity)
Pre-Deal
Revenues
($Mil )


Party #1 Address


Deal Party #2
Pre-Deal
Revenues
($Mil )


Party #2 Address
Date
Deal
Public
Deal
Value
($Mil)

Deal Structure
(Intermediary)


Notes

Press
Releases
MAI Holdings No Data New York, NY Presstek $120.0 Greenwich, CT 8/23/12 $18.7 Stock purchase Digital offset press mfg. Link
Dex One
(Dex Media)
$1,481 Cary, NC SuperMedia $1,642 New York, NY 8/21/12 $115.0 Merger Yellow page & online ads Link
Classic Stripes No Data Milwaukee, WI Modagraphics No Data Rolling Meadows, IL 8/20/12 No Data Acquisition Fleet, POP, & OEM graphics Link
C2 Imaging $200 St. Paul, MN Superior Imaging Group No Data Seattle, WA 8/17/12 No Data Acquisition Specialty graphics Link
HBP, Inc. No Data Hagerstown, MD Whitmore Print No Data Annapolis, MD  8/17/12 No Data Asset Acquisition Commercial printing Link
Centre Lane Partners No Data New York, NY Oracle Flexible Packaging No Data Winston-Salem, NC 8/15/12 No Data Merger w/ LLFlex Flexible packaging Link
Google $37,905 Mountain View, CA John Wiley & Sons
(Travel assets)
No Data Hoboken, NJ 8/14/12 $23.0 Divestiture Frommer's  guide books Link
Unisource Worldwide No Data Norcross, GA Pakit Sweden No Data Vancouver, CN 8/8/12 No Data Asset Acquisition Molded fiber packaging Link

2012 August - Bankruptcy Filings in the Printing, Packaging, Paper & Related Industries



Filing Party

Date
Case
Filed
Pre-Petition
Revenues
($Mil )



Case #



Filing Party Address



Circuit



Region & City



Judge



Attorney for Debtor



Notes
Chapter 11 Filings:
No Chapter 11 Filings Found this Month --- --- --- --- --- --- --- --- ---
Chapter 7 Filings:
LCN Signs, LLC
(DBA Fastsigns Northwest)
8/29/12 No Data 12-52647 San Antonio, TX 5th Western TX
San Antonio
Leif M. Clark Martin W. Seidler Wide format signs
SME, Inc.
(DBA Allegra Print & Imaging)
8/24/12 No Data 12-33033 Granger, IN 7th Northern IN
(South Bend)
Harry C. Dees, Jr. Debra Voltz-Miller Printing & copying
New Harvest Digital Business Solutions
(DBA Minuteman Press)
8/23/12 No Data 12-12304 Rohnert Park, CA 9th Northern CA
Santa Rosa
Alan Jaroslovsky Myles R. Dresslove Printing & copying
D&H Printing, Inc. 8/20/12 No Data 12-35374 Midlothian, TX 5th Northern TX
(Dallas)
Harlin DeWayne Hale David W. Elmquist Printing & copying
Pre & Press Consultants, Inc. 8/17/12 No Data 12-29123 Anaheim, CA 9th Central CA
Riverside
Meredith A. Jury Bruce Boice Graphics equipment dealer