Monday, September 7, 2015

Newspaper Publishers Enter the Eye of the Storm - August 2015 M&A Activity


The future is becoming increasingly cloudy and uncertain for regional and community newspaper publishers; readers are drifting away from the printed form of news, and advertising revenues decline in lock step. Transactional activity over the past several years indicates that publishers of newspapers, from small community weeklies to major metro dailies, are seeking shelter from the storm by adopting several strategies that they hope will restore the clear sailing that many newspaper-owning families enjoyed for generations.

The strategies we see repeated across the country include: centralizing and/or outsourcing print operations in new highly efficient facilities, adding services traditionally offered by advertising agencies including internet-based services, adopting pay-to-read technologies to break away from free online content models, and finally simply selling out to one of several industry consolidators. With the exception of those exiting the newspaper publishing business completely, what lies on the other side may be just as daunting as the journey of the past several years.

Dix Communications, a family-owned fifth generation publisher of 23 community newspapers and related magazines and guides, and also owner of several radio stations, has announced its intention to divest its newspaper properties in western Ohio and central Kentucky, as well as four radio stations in Maryland. The company will focus on its remaining papers in eastern Ohio which are printed at and delivered from its centralized production facility in Wooster, Ohio.

Prior to the development of online advertising, community and regional newspapers were in the enviable position of being absolutely the most effective vehicle for advertisers to reach local audiences. With the addition of acquired radio stations, the newspaper publishers had a unique relationship with the people in the communities they served. This relationship often spanned several generations, and in the case of Dix Communications, extends back 120 years. As the winds of internet-enabled change swept away the value of this unique relationship, publishers are heading upwind into marketing services where advertising agencies rule the seas. Dix Communications is applying this strategy and now owns an ad agency, and is actively seeking additional acquisitions in related marketing services.

Navigating the same currents as Dix Communications, A.H. Belo has charted these strategic waters, selling off its distant paper, the Providence Journal, last year (see The Target Report – July 2014) and landing contracts to print newspapers for other publishers in its efficient centralized facility. The company, which also publishes The Dallas Morning News and The Denton Record-Chronicle, both in Texas, moved further upwind to bolster its marketing services division, DMNmedia, which provides marketing solutions, including digital, print, mobile, direct marketing, social media, research and creative services, promotions and events. The division acquired three related companies, Distribion, Vertical Nerve and Marketing FX. The acquired companies specialize in local marketing automation, search engine marketing, direct mail and promotional products (see The Target Report – January 2015).
As publishers struggle to slow the outgoing tide of lost revenues, the lure of getting some wind in their sails from internet traffic beckons with the promise of new revenue streams. Erecting levees in the form of “paywalls,” the publishers provide paying customers access to otherwise restricted content. Originally developed and championed by large branded properties, such as The New York Times and the Wall Street Journal, that could afford to develop the necessary software, paywalls became possible for all sizes of publishers via software developed and offered by independent providers. In a quickly consolidating market for the software, Budapest-based private equity fund 3TS Capital Partners backed Piano Media in its merger with Tinypass. The new company, renamed simply Piano, now has the commanding lead in the market for independent paywall software, enabling smaller publishers to establish pay-to-read barriers like the big guys.

Commercial Printing

It has overall been a very quiet summer for mergers and acquisitions in the mid-size general commercial printing segment despite regular predictions of massive (and necessary) consolidation among commercial printers. An exception to the lull in M&A activity in this segment was the acquisition by ImageMark Business Services, a commercial printer in Gastonia, North Carolina. ImageMark acquired Catawba Direct Marketing, bringing direct mail expertise to the combined firm.* Independent Printing of DePere, Wisconsin, a diversified commercial printing company, acquired nearby PrimaGraphics, thereby expanding its offering to include more traditional products such as business forms, checks and security documents.

The steady beat of print providers merging with, acquiring, or being acquired by marketing services companies continues. Traffic Builders, a print-centric marketing firm in Louisville, Kentucky serving the automotive industry, was acquired by GS Marketing in Houston, Texas. Also dedicated to serving automotive dealers, the company announced that the GS group will focus on data and technology while the acquired Traffic Builders organization will be dedicated to increased print production.

In an interesting twist demonstrating the unique value inherent in some specialized printing techniques, several states have limited the number of birth, death and similar certificates that can be issued due to the closure of Sekuworks in Harrison, Ohio. The closed company specialized in printing that includes unique anti-counterfeit features, including intaglio printing that the affected states require for certain documents. We presume that the states will find alternate suppliers, or change the requirements.

Packaging

The aggressive global roll-up of packaging printing companies got another boost with the announcement that New York-based private equity firm Wellspring Capital Management added flexible packaging and label printer Prolamina to its existing portfolio company Ampac Holdings. Ampac has manufacturing facilities in seven countries in Europe and Southeast Asia, as well as in the US.

Global packaging heavyweight Multi-Color Corporation, a very frequent entry on the buy-side in our deal logs, is back again with the acquisition of the Super Label Group, a Malaysia-based producer of prime labels with operations throughout the Southeast Asia region and China.

Paper

Transaction activity remains brisk in the paper and related industries. Newly formed WestRock, the combination of RockTenn and Westvaco, has not wasted any time after the merger getting back into an acquisition mode. WestRock acquired SP Fiber Holdings, producer of recycled containerboard and kraft grades. The transaction, valued at close to $300 million, included a minority interest in a renewable energy company that provides power to the public grid as well as steam to the newly acquired paper mill in Dublin, Georgia.

Multi-billion dollar global private equity firm, H.I.G. Capital, with a current portfolio of more than 100 companies, exited its investment in AR Metallizing, a Belgium-based manufacturer of metallized paper stocks, most often used as a decorative element in packaging applications. The buyer was Nissha Printing Co., based in Kyoto, Japan. In addition to printing and publishing, the company develops and markets unique industrial applications of printing technologies, such as gas sensors, medical patches, and membrane switches.


* Graphic Arts Advisors, publisher of The Target Report, served as advisors to the owners of Catawba Direct Marketing in this transaction.


2015 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
Kenny the Printer
(Div. WestPrint Group)
No Data Irvine, CA Noelle Marketing Group No Data Irvine, CA 8/30/15 No Data Acquisition Marketing services Link
Graphic Creations No Data Knoxville, TN Widby Printing No Data Knoxville, TN 8/27/15 No Data Acquisition Commercial printing Link
ImageMark Business Services No Data Gastonia, NC Catawba Direct Marketing No Data Hickory, NC 8/25/15 No Data Acquisition
(GAA)
Commercial printing Link
Ampac No Data Cincinnati, OH Prolamina No Data Westfield, MA 8/19/15 No Data Merger Flexible packaging Link
Blackford Capital No Data Grand Rapids, MI Dickinson Press $30.0 Grand Rapids, MI 8/16/15 No Data Acquisition
(New Direction)
Book printing Link
Piano Media
(Piano)
$30.0 New York, NY Tinypass $10.0 New York, NY 8/11/15 $45.0 Merger Paywall software Link
WestRock $10,120 Norcross, GA SP Fiber Holdings No Data Dublin, GA 8/11/15 $288.5 Acquisition Paperboard & kraft mills Link
Multi-Color Corporation $779.1 Cincinnati, OH Super Label $36.0 Kuala Lumpur, Malaysia 8/11/15 No Data Acquisition Prime labels Link
Appalachian Printing No Data Elizabethton, TN Shell Media
(Print operations)
No Data Johnson City, TN  8/11/15 No Data Acquisition Printing & copying Link
Nissha Printing $947.5 Kyoto, Japan AR Metallizing No Data Genk, Belgium 8/7/15 No Data Acquisition Metallized paper Link
GS Marketing No Data Houston, TX Traffic Builders No Data Louisville, KY 8/6/15 No Data Acquisition Direct mail & marketing Link
Cimpress $1,490 Venlo, Netherlands Tradeprint $13.8 Dundee, UK 8/5/15 No Data Acquisition Commercial trade printing Link
RR Donnelley $11,520 Chicago, IL Book & periodical operations $3,500 Chicago, IL 8/4/15 No Data Divestiture Book & periodical printing Link
RR Donnelley $11,520 Chicago, IL Financial printing operations $1,000 Chicago, IL 8/4/15 No Data Divestiture Financial communications Link
Independent Printing No Data DePere, WI PrimaGraphics
(Div. Independent Checks)
No Data Green Bay, WI 8/4/15 No Data Acquisition Forms printing Link
ThinPrint
(Sub. Cortado)
No Data Berlin, Germany ezeep No Data Berlin, Germany 8/3/15 No Data Acquisition Print device control software Link


2015 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:
On Demand Imaging of Portsmouth, LLC 8/26/15 No Data 15-11342 Portsmouth, NH 1st New Hampshire
Manchester
Bruce A. Harwood  Peter N. Tamposi Printing, copying & design


2015 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  - Distribution facility TBD No Data Georgetown, KY RR Donnelley Chicago, IL 8/31/15 TOPS Products distribution center Link
Quad/Graphics - Printing facility 10/30/15 No Data Loveland, CO Quad Graphics Sussex, WI  8/31/15 Phone directory printing Link
Sekuworks 8/27/15 No Data Harrison, OH None N/A 8/18/15 Security documents, labels Link
JF Moore Communications 8/26/15 No Data Scarborough, ON None N/A Aug-15 Magazine & direct mail printing Link

Friday, August 7, 2015

EFI Walks the Digital Fashion Runway - July 2015 M&A Activity


Digital printing of textiles takes center stage as EFI stakes out a leadership position with its acquisition of Reggiani Macchine, the highly specialized Italian manufacturer of textile printing equipment. In addition to the acquired company’s more traditional rotary and flatbed screen printing devices, Reggiani produces a line of industrial digital inkjet machines that are bring the digital revolution to the world of fashion and fabrics. With EFI’s expertise in front-end image processing and color management technology; can it be too long before consumers can order completely customized digitally printed wardrobes? 

As EFI moved into digital textile printing equipment, others were busy in July consolidating the business of researching and supplying specialty inks designed for printing on textiles. Italy-based JK Group acquired Sawgrass Industrial, a US-based innovator of digital sublimation inks. Primary applications for the company’s products include fashion apparel, fabrics for furnishing and décor products, promotional decoration of garments, soft signage and just about any else you can think of that is made from printed textiles. Sawgrass Technologies, which had been previously split from the now divested industrial products division, will continue to operate as an independent company focused on non-industrial digital printing for the less than 42” wide format market.

These transactions follow right on the heels of Epson’s acquisition last month of For.Tex, an Italian distributor of textile printing inks and manufacturer of treatment agents used in textile printing. Epson and For.Tex have worked together for several years to develop and market Epson’s Monna Lisa industrial inkjet digital textile printer, manufactured by Italian equipment manufacturer Robustelli using Epson’s inkjet technology and print heads.

Headquartered in Novedrate, Italy, the JK Group itself is the result of a combination last year of Kiian Digital and J-Teck3, each of them leaders in inks used in digital textile printing. Both companies, as well as the companies acquired by EFI and Epson, operate within the region just south of Lake Como in Italy, noted as the heart of the Italian and European textile industry and a short drive from the runways of international fashion capital Milan.

Book Printing

Visant Corporation, owner of several print-centric companies including yearbook publisher Jostens, exited its holding in Phoenix Color. Headquarted in Maryland, Phoenix Color specializes in book printing, including cover components. The printing company focuses on products that require full color printing throughout, such as children’s illustrated books. The company also prints folding cartons, labels and commercial printing products that may require specialized decorating techniques such as foil stamping and embossing.

The buyer of Phoenix Color is ALJ Regional Holdings, a public company traded on the OTC Pink sheets, and which has other investments in business process outsourcing and flooring products. ALJ reportedly is paying $90 million for Phoenix, or just slightly north of 1 times the acquired revenues of $88 million. Based on increased EBITDA that ALJ expects of $22.9 million, and assuming that there is not much synergy between its holdings, we can infer that the deal was valued at approximately 3.9 times EBITDA.

Printing Equipment

In addition to the acquisition of the manufacturer of digital textile printing machines, EFI simultaneously announced the acquisition of Israel-based Matan Digital Printers. The company manufactures a line of UV-ink super-wide high-speed grand format printers used to produce large indoor and outdoor graphic banners and wraps. With the wide profile, high-speed roll-fed and in-line finishing capabilities of the acquired lines, EFI is positioning the Matan line as a lower-cost volume alternative to its high-end Vutek line of digital UV flatbed printers. The acquired company also produces smaller machines used to digitally print specialty items such as traffic signs and license plates.

OKI Data Corporation, which you may remember as the manufacturer of those early (and noisy) PC-compatible dot matrix printers, acquired Seiko I Infotech, a manufacturer of wide format inkjet printers for the graphics market, as well as toner-based wide format printers for the architectural, engineering and construction market.

Private equity firm American Industrial Partners is investing once again in the printing equipment industry, this time acquiring the venerable US-based web offset press manufacturer Goss International, which has been operating under the ownership of the Shanghai Electric Corporation. Goss presses are ubiquitous in the newspaper industry and also include the Sunday line of commercial presses acquired from Heidelberg back in 2004. The fund’s portfolio currently includes Presstek, another US-based company that offers digitally imaged plates and imagers for offset presses, as well as a line of offset presses using its plate technology. An earlier investment in Mark Andy, manufacturer of flexo presses, was sold to the management team in a leveraged buyout in August 2014.

Paper

Assets in the paper industry continue to shift as overall volumes decline in the face of continuing pressure on printed products from electronic media and content distribution. Neenah Paper acquired FiberMark paper company in July, which itself had acquired Crocker Technical Papers last year. The acquisition brings the Crocker specialty paper mill into the Neenah fold alongside the Crane Technical Materials company acquired by Neenah last year. The acquisitions provide diversity outside the company’s traditional strength in printing papers, adding paper products in filtration, electrical insulation, and other industrial uses for fiber-based products.

Japan Pulp & Paper acquired the remaining 49% shares it did not already own of Gould Paper, a New York-based distributor of printing papers in the US and western Europe. The age of family-owned printing paper distributors is drawing to a close - this deal follows the two acquisitions of regional distributors earlier this year by Central National-Gottesman, another global paper distributor.

BW Paper Systems, formed last year when privately-owned Barry Wehmiller consolidated its paper processing companies in conjunction with a simultaneous acquisition of three other companies, is again in the market, this time acquiring the paper processing equipment of bankrupt German company Bielomatik Leuze. Bielomatik is probably best known in the commercial printing market for its sheeting equipment sold by Heidelberg under the CutStar brand. Upon completion of the deal, BW Paper Systems will have global revenues of $400 million, producing several brands of machinery that cut, count, wrap, corrugate, die cut, glue and otherwise process paper products.



2015 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
American Industrial Partners No Data New York, NY Goss International
(Sub. Shanghai Electric Corp.)
No Data Durham, NH 7/31/15 No Data Acquisition Web printing presses Link
NPG Management No Data Sheetfed Operation NPG Printing
(Sheetfed Operation)
No Data Sheetfed Operation 7/31/15 No Data Mngt. buyout Commercial printing Link
Firespring No Data Lincoln, NE Cornerstone Print & Marketing
(plus 4 others)
No Data Omaha, NE 7/27/15 No Data Acquisition Printing & copying Link
JK Group No Data Novedrate, Italy Sawgrass Industrial No Data Mt. Pleasant, NC 7/24/15 No Data Acquisition Sublimation & pigment inks Link
Nikkei $1,372 Osaka, Japan Financial Times
(sub. Pearson)
$519.0 London, UK 7/23/15 $1,320 Acquisition Global newspaper Link
Bemis $4,300 Neenah, WI Emplal Participações $75.0 Sao Paulo, Brazil 7/21/15 No Data Acquisition Rigid plastic packaging Link
Neenah Paper $905.8 Alpharetta, GA ASP FiberMark
(sub. American Securities)
$160.0 W. Springfield, MA 7/20/15 $120.0 Acquisition Paper coating & finishing Link
AlphaGraphics North Austin No Data Austin, TX Lone Oak Marketing No Data Round Rock, TX 7/17/15 No Data Asset Acquisition Marketing service provider Link
BW Paper Systems
(sub. Barry-Wehmiller)
No Data Phillips, WI Bielomatik Leuze
(Paper Processing Business)
No Data Neuffen, Germany 7/17/15 No Data Acquisition Paper sheeting equipment
(combined $400 Mil revenue)
Link
OKI Data Corporation
(sub. Oki Electric)
$6,500 Tokyo, Japan Seiko I Infotech No Data Chiba-shi, Japan 7/15/15 No Data Acquisition Wide format printers Link
ALJ Regional Holdings $190.0 New York, NY Phoenix Color
(sub. Visant)
$88.0 Hagerstown, MD 7/12/15 $90.0 Acquisition
(Houlihan Lokey)
Book printing Link
Welch Packaging Group No Data Eklhart, IL American Corrugated Products No Data Columbus, OH 7/8/15 No Data Merger Corrugated boxes Link
Multi Packaging Solutions No Data New York, NY Blueprint Media No Data London, UK 7/2/15 No Data Acquisition Packaging design Link
Electronics for Imaging (EFI) $796.3 Foster City, CA Reggiani Macchine No Data Bergamo, Italy 7/1/15 $154.4 Acquisition Textile inkjet printing Link
Electronics for Imaging (EFI) $796.3 Foster City, CA Matan Digital Printers No Data Rosh Ha'Ayin,
Israel
7/1/15 $34.0 Acquisition Grand format inkjet printing Link
Japan Pulp & Paper $4,278 Tokyo, Japan Gould Paper $1,000 New York, NY 7/1/15 No Data Purchase of outstanding shares Paper distribution Link
Dynagraphics No Data Decatur, IL Wood Printing Service No Data Decatur, IL 7/1/15 No Data Acquisition Commercial printing
(Combined $9Mil revenue)
Link


2015 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:
No Chapter 11 Filings Found this Month --- --- --- --- --- --- --- --- ---
Chapter 7 Filings:
Press Time Printing, Inc. 7/24/15 No Data 15-04868 Fallbrook, CA 9th Southern CA
San Diego
Laura S. Taylor Samuel Kelsall, V  Commercial printing
Greenpack Inks and Coatings, Inc. 7/20/15 No Data 15-50477 Mooresville, NC 4th Western NC
Charlotte
Laura T. Beyer Stephen J. Romeo  Inks & coatings


2015 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
Digital Printworks Jul-15 No Data Merrillville, IN None N/A 7/2/15  Commercial printing Link
The Oregonian
(sub. Advance Publications)
Aug-15 No Data Portland, OR Advance Publications New York, NY 7/1/15 Printing outsourced to Signature Graphics Link