Tuesday, September 3, 2013

Is the Printing Industry Old School or New-Tech Cool? – August 2013 M&A Activity

Old school buys new school. In an interesting twist, printing companies continue to buy leading edge technology companies that may have at first been perceived as threats, but have evolved into complementary services that satisfy the same market need. All-State Legal, which produces that most mundane of printed products, business cards and stationery, purchased the totally cool new-tech company Vizability, which provides online templates for electronic business cards. The electronic cards exist in the cloud and can be delivered electronically to multiple platforms through links, taps, codes and touches. There has been a proliferation of mobile business card apps, with many variations on how the personal contact information is linked to other devices and networks. Vizability’s strategy was to enlist printers of traditional paper stationary products as resellers of its electronic identity system. All-State was reportedly its largest reseller, and is now the owner of the service. It’s a good bet that people will still want printed business cards for years to come, but also will want a sophisticated mobile app that enables easy sharing of information between mobile devices. While the deal itself appears to be small, it’s indicative of a real change. With this acquisition, All-State Legal has moved from a defensive posture as a printer of legacy products to become a leading edge provider of mobile personal identity services. Reminds me of the acquisition by Brown Printing of Nellymoser, and Quad’s launch of its Actable augmented reality app, both of which we described in our review of March ’13 deals. It may be back-to-school for printers, and it appears that some companies are taking all the right classes.

Commercial printers are now fully engaged in the wide format business, exerting pressure on companies that specialized in printing only wide and grand format materials. Pazazz, a printing company in Montreal, Quebec, (and producer of the infamous and viral “Printing’s Alive” videos), acquired Contact Image, also of Montreal. Another commercial printing company, K&M Printing of Schaumberg, Illinois, acquired National GraphX and Imaging. In the past, wide format services could be a real and important differentiator for a commercial printer; wide format now appears to be a “must have” for many in the commercial sector.

In a double-header listing this month, SCICOM Data Services is included on our bankruptcy log and our deal log. The company filed a pre-packaged Chapter 11 proceeding with the bankruptcy court, accompanied by a simultaneous motion to sell itself to Venture Solutions. Venture Solutions, a division of privately held Taylor Corporation, provides transactional communications, by definition relying on variable data printing and e-delivery, to meet the compliance and privacy requirements of insurance, financial, healthcare, utility and telecommunication companies. While we have seen signs of contraction in the “transpromo” sector, as more and more consumers opt for e-delivery of their statements, the underlying need to manage the data and deliver secure documents seems assured; and at least a portion of those documents will be printed. Venture Solutions appears to have made a solid bet that this is a game worth playing.

Could it be that Cenveo is buying its own worst enemy? The company announced late in the month that it has entered an agreement to purchase substantially all of the operating assets of National Envelope which has been operating under the protection of the bankruptcy court. Just three weeks before, Cenveo, in its report of second quarter results, blamed falling revenues on “lower average selling price from our direct envelopes due to our initiatives to gain market share as well as pricing pressures primarily from a competitor now in bankruptcy protection.” The data-intensive trend that supports Venture Solutions’ deeper dive into transpromo processing and printing, combined with the constant pressure on consumers to opt-in for e-delivery of their statements, works against the envelope printing business. Every click that a consumer makes to “save a tree” means one less envelope printed every month, year in and year out.

As we expected, the print management business continues to experience pressure. In a deal that effectively transforms the former print broker, Workflow One, into a real live printing company, the company was acquired by Standard Register in deal that was primarily an assumption of Workflow One’s long term debt. This is the third month in a row that deals have been announced in the print management business, changing the landscape and growth curve in what has been a very disruptive model for commercial printers. I suspect that there are many commercial printers that are not unhappy to see the declining fortunes of the print management firms and that eagerly look forward to the potential to restore their direct relationships with their corporate clients; in effect disintermediating the intermediators.

RR Donnelley continued its downsizing with the closing of the former Von Hoffman book printing facility in Jefferson City, Missouri. The plant reportedly was at one time a world class high volume book manufacturer, covered 700,000 square feet, and still employed 500 as of the closing announcement. Jefferson City is the fifth US printing plant closed by RR Donnelley this year.


2013 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
Shutterfly $700.5 Redwood City, CA R&R Images No Data Phoenix, AZ 8/29/13 No Data Acquisition Stationary products Link
AlphaGraphics of New Bern No Data New Bern, NC Village Graphics No Data Grantsboro, NC 8/22/13 No Data Merger Printing & copying Link
Cenveo $1,760 Stamford, CT National Envelope $300.0 Frisco, TX 8/21/13 $25.0 363 Sale in Ch. 11 Envelope manufacturer Link
Pazazz No Data Montreal, QC Contact Image No Data Montreal, QC 8/16/13 No Data Acquisition
(Macquarie Capital)
Wide format printing Link
Think Patented No Data Miamisburg, OH Miller Printing No Data Springfield, OH 8/8/13 No Data Acquisition Commercial printing Link
All State Legal No Data Cranford, NJ Vizability No Data New York, NY 8/7/13 No Data Acquisition Stationary products Link
K&M Printing No Data Schaumburg, IL National GraphX and Imaging $1.5 Franklin Park, IL 8/7/13 No Data Acquisition Wide format printing Link
Venture Solutions
(Sub. of Taylor Corp.)
No Data Arden Hills, MN SCICOM Data Services No Data Minnetonka, MN 8/6/13 No Data 363 Sale in Ch. 11 Transactional communications Link
Safeguard No Data Dallas, TX Innovative Print & Media No Data Phoenixville, PA 8/6/13 No Data Acquisition Commercial printing Link
Provident Group
(Sub. of Anderson & Vreeland)
No Data Bryan, OH Custom Flex No Data Appleton, WI 8/5/13 No Data Acquisition Gravure doctor blades Link
Jeff Bezos $66,850 Seattle, WA Washington Post
Newspaper Division
$581.7 Washington, DC 8/5/13 $250.0 Acquisition Newspaper Link
John W. Henry No Data Boston, MA Boston Globe
(Div. New York Times)
$1,980 New York, NY 8/3/13 $70.0 Acquisition Newspapers Link
Standard Register $567.7 Dayton, OH Workflow One No Data Dayton, OH 8/1/13 $218.0 Acquisition
(BofA ML)
Print management Link


2013 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:
SCICOM Data Services, Ltd.  8/6/13 No Data 13-43894 Minnetonka, MN 8th Minnesota
Minneapolis
Michael E. Ridgway James L. Baillie Transactional communications
Labels Unlimite, Inc. 8/1/13 No Data 13-06318 Bayamon, PR 1st Puerto Rico
San Juan
Mildred Caban Flores Carmen D Conde Torres Label printing
Chapter 7 Filings:
Garland Converting Corporation 8/29/13 No Data 13-34561 Broadview, IL  7th Northern IL
Chicago
Pamela S. Hollis Joel A. Schechter Diecutting & Finishing
Chapel Hill Printing & Graphics, Inc. 8/27/13 No Data 13-81075 Chapel Hill, NC 4th Middle NC
Greensboro
William L. Stocks James C. White Printing & copying
Coachella Valley Printing Group Inc 8/22/13 No Data 13-24250 Indio, CA 9th Central CA
Riverside
Wayne E. Johnson William J. Howell Commercial printing
Plastic Card Solutions, Inc. 8/2/13 No Data 13-07943 San Diego, CA 9th Southern CA
San Diego
Margaret M. Mann Craig E. Dwyer  Plastic card printing


2013 August - Non-Bankruptcy Closures in the Printing, Packaging, Paper & Related Industries



Closed Company / Facility

Date of Closure
Pre-Closure
Revenues
($Mil )



Closing Address
Related Party


Related Party
Address
Date Closure Public


Notes

Press
Releases
RR Donnelley  - Printing Facility Oct-13 No Data Jefferson City, MO RR Donnelley Chicago, IL 8/1/13 Formerly a Von Hoffman location Link

Monday, August 5, 2013

Transition to Digital Printing Roils the Book Industry – July 2013 M&A Activity

Transactions in the book printing industry took center stage in July; the headline act was the Chapter 11 bankruptcy filing of Cengage Learning. The company is now moving rapidly to a digital strategy, as it seeks to shed more than $4 billion in debt through the bankruptcy process. CEO Michael Hansen, as reported by Bloomberg, squarely placed the blame on the company itself for not adopting digital quickly enough, due to the “belief that the print model would hold up better than it actually did.”

Private equity firm Castle Harlan increased its position in the book printing industry with its investment in Bookmasters, which has expertise in digital book printing. The deal was announced as a strategic partnership between Bookmasters and Castle Harlan’s existing portfolio company, Baker & Taylor, the world’s largest distributor of books and related materials. The two companies will continue to operate independent of each other.

Edward Brothers Malloy, formed in February 2012 with the merger of two book manufacturing companies, announced the closure of one of its two printing facilities in Ann Arbor, MI. John Edwards, CEO of the company, attributed the closure to a significant decline in the demand for longer runs which utilized the offset printing process. He also noted that the closure is consistent with the company’s strategic effort to grow its digital book printing business. The company is capable of the “distribute-then-print” model of content delivery, using its several remote digital printing facilities in the US, as well as its one facility in the UK.

Bucking the trend toward digital book printing, Publisher’s Graphics, an innovator in internet-based ordering and online sales of digitally printed books, acquired Corley Printing, a traditional offset book printer with capability to produce longer runs printed on offset presses.

Consolidation was once again the main act in the packaging industry, with an assist by private equity. Chicago PE firm Svoboda Capital Partners was back in the market. Svoboda acquired TVC Label and “bolted” the company onto its platform company, M.E.I. Labels, which it acquired in December 2012. Madison Dearborn Partners, also of Chicago, announced that it agreed to buy Multi Packaging Solutions from Irving Place Capital, preparing Multi Packaging Solutions for a second act in its growth from inception in 2005 to global player in the packaging industry. Back on the deal log for the third time in less than two years, publically traded Multi-Color Corporation acquired Flexo Print, a label printer in Guadalajara, Mexico.

Clarence Schawk, founder of the global image management company, once told me that he “did not want to own iron,” rather he preferred to remain firmly on the image and brand management side of the graphics business. True to this vision, Schawk, now rebranded at the corporate level as SGK, stuck to its script, selling its large format printing facility in Los Angeles, California. On the buy side of the transaction, and clearly articulating the opposite strategy, dedicated to being a technology-driven company, The Garvey Group purchased Schawk’s Los Angeles large format facility. Garvey is truly a company that likes the heavy iron, announcing last month that it bought a six-color UV-capable 64” offset press, the eighth KBA press in its troupe of oversize offset presses.

Ricoh purchased a minority interest in Avanti, one of the few remaining independent providers of printing management information systems (MIS). One day later, Hewlett-Packard announced that it was closing Hiflex, the print MIS system it purchased last year. Meanwhile, Electronics for Imaging (EFI) continues to dominate the print MIS business, having acquired and then discontinued numerous competitors. Will Ricoh succeed where HP failed?


The print management business (aka purchase aggregation and/or print outsourcing) was active in July. Innerworkings announced the acquisition of EyeLevel, a company which produces retail displays and fixtures in the Czech Republic. This follows the company’s acquisition last month of a packaging design and sourcing company in the UK. Another player in the print management space, Pitney Bowes, is bowing out of the business, selling its PB Management Services unit to Apollo Global Management. Apollo is the huge investment firm that proclaims its expertise to be contrarian, value-oriented investing, with significant distressed expertise. The print management business is changing – are these transactions signals that the overcapacity in the offset printing business might be lessening, possibly mitigating the advantages that endemic overcapacity afforded the print management firms? More on this topic to come in August!

July was another busy month for transactions in the printing and related industries – see the deal logs below for complete details and links to source articles.


2013 July - 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
Innerworkings $813.5 Chicago, IL EyeLevel No Data Prague,
Czech Republic
7/31/13 No Data Acquisition Retail displays & fixtures Link
Apollo Global Management No Data New York, NY Pitney Bowes
Management Services
$4,840 Stamford, CT 7/31/13 $400.0 Acquisition Print management Link
The Printing Co. No Data Cape Girardeau, MO Steven Brothers Printing No Data Park Hills, MO 7/30/13 No Data Merger Printing & copying Link
Spartanics No Data Rolling Meadows, IL Malahide No Data Vancouver, BC 7/29/13 No Data Acquisition Hot stamping presses Link
Deluxe Corporation $1,530 Shoreview, MN Vertical Response No Data San Francisco, CA 7/25/13 $27.0 Acquisition Email marketing service Link
M.E.I. Labels No Data Catoosa, OK TVC Label / TVC One No Data Lewisville, TX 7/24/13 No Data Asset purchase Labels & packaging Link
Multi-Color Corporation $660.0 Cincinnati, OH Flexo Print $30.0 Guadalajara, Mexico 7/24/13 No Data Acquisition Product labels Link
Alliance Printing and Imaging No Data Roswell, GA Stroud's Southern Printing No Data Roswell, GA 7/23/13 No Data Employee buyout Printing & copying Link
Millcraft Paper Company No Data Cleveland, OH Lindenmeyr Munroe,
Ariva, Midwest Ops
No Data Purchase, NY 7/22/13 No Data Acquisition Paper distribution Link
Central National-Gottesman
(Lindenmeyr Munroe)
No Data Purchase, NY Domtar, Ariva Division, US Ops $5,370 Covington, KY 7/22/13 No Data Acquisition Paper distribution Link
Sandy Alexander Mngt Team No Data Clifton, NJ Sandy Alexander No Data Clifton, NJ 7/22/13 No Data Management Buyout Commercial printing Link
Bencis Capital Partners No Data Amsterdam,
Netherlands
Xeikon € 130.2 Brieversstraat,
Netherlands
7/18/13 € 110.3 Stock purchase
(65.7%)
Digital printing equipment Link
Modern Litho No Data Jefferson City, MO Midtown Printing No Data St. Louis, MO 7/17/13 No Data Merger Commercial printing Link
Ricoh ¥1,924 Tokyo, Japan Avanti No Data Toronto, ON 7/11/13 No Data Minority interest Print MIS system Link
Direct FX No Data Memphis, TN Quality DPM
(Now Direct FX Mississippi)
No Data Southaven, MS 7/10/13 No Data Acquisition Commercial printing Link
Castle Harlan No Data New York, NY Bookmasters No Data Ashland, OH 7/10/13 No Data Acquisition Book printing & services Link
Madison Dearborn Partners No Data Chicago, IL Multi Packaging Solutions No Data New York, NY 7/8/13 No Data Acquisition
(BoA/ML & Barclays)
Packaging, labels & inserts Link
Garvey Group
(Garvey Group West)
No Data Niles, IL Schawk (SGK)
Large format facility
$459.0 Des Plaines, IL 7/8/13 10.2
(+liabilities)
Asset purchase Large format printing Link
Atlas Die No Data Elkhart, IN Bernal No Data Rochester Hills, MI 7/8/13 No Data Acquisition Converting dies Link
Ennis $533.5 Midlothian, TX Duffie Graphics No Data Danville, VA 7/5/13 No Data Asset purchase Forms & promo products Link
Publishers' Graphics No Data Carol Stream, IL Corley Printing No Data Earth City, MO 7/2/13 No Data Acquisition Book printing Link
Arbor Investments No Data Chicago, IL Keyes Packaging Group No Data Wenatchee, WA 7/1/13 No Data Acquisition Fiber trays and printed wraps Link
BRP Company No Data Blue Ridge Printing No Data Asheville, NC 7/1/13 $1.0 Acquisition Commercial printing Link
Ennis $533.5 Midlothian, TX Goodwin Graphics No Data Carrollton, TX 7/1/13 No Data Asset purchase Forms & promo products Link


2013 July - 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:
Transprint USA, Inc. 7/10/13 No Data 13-27698 Harrisonburg, VA 9th Central CA
Los Angeles
Vincent P. Zurzolo Margreta M Morgulas  Heat transfer paper & supplies
Colorep, Inc. 7/10/13 No Data 13-27689 Rancho Cucamonga, CA 9th Central CA
Los Angeles
Julia W. Brand Margreta M Morgulas  Heat transfer paper & supplies
Johnston Lithograph, Inc. 7/8/13 No Data 13-53213 Romulus, MI 6th Eastern MI
Detroit
Marci B McIvor Afan Bapacker  Commercial printing
Cengage
(AKA Thomson Learning, et al)
7/2/13 $1,992 13-44106 Fairfield, CT 2nd Eastern NY
Brooklyn
Elizabeth S. Stong Jonathan Henes Textbook publisher
Chapter 7 Filings:
EZ Screen Printing, LLC 7/10/13 No Data 13-26147 Miami, FL 11th Southern FL
Miami
A. Jay Cristol Timothy S. Kingcade Screen printing equipment
Hooker-Ballew Printing Company 7/1/13 No Data 13-33387 Plano, TX 5th Northern TX
Dallas
Harlin DeWayne Hale Reedy Macque Spigner, Jr.  Commercial printing


2013 July - Non-Bankruptcy Closures in the Printing, Packaging, Paper & Related Industries



Closed Company / Facility

Date of Closure
Pre-Closure
Revenues
($Mil )



Closing Address
Related Party


Related Party
Address
Date Closure Public


Notes

Press
Releases
Hiflex MIS Systems Jul-13 No Data Ashland, NY
(NA Offices)
Hewlett-Packard (HP) Palo Alto, CA 7/12/13 Printing MIS software Link
Hess Print Solutions Aug-13 No Data Woodstock, IL Bang Printing Brainerd, MN 7/30/13 Plant closed after 363 sale to Bang Printing Link
Edward Brothers Malloy - Printing Facility Jan-14 No Data Ann Arbor, MI Edward Brothers Malloy Ann Arbor, MI 7/30/13 Consolidation of book printing ops Link