acquisition of transwestern 17 may 2005. 1 disclaimer during this presentation we will be discussing...
TRANSCRIPT
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Disclaimer
During this presentation we will be discussing Yell’s business outlook and making certain forward-looking statements. Any statements that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially.
We urge you to read the Risk Factors and cautionary language in the annual report on Form 20-F of our subsidiary, Yell Finance BV, that was filed with the SEC on 8 June 2004. We also draw your attention to our press release which is posted on our web site, for more information on the risks and uncertainties.
Our annual report for the year ended 31 March 2005 will be posted to shareholders and on our web site in June 2005, and at the same time the annual report on form 20-F of our subsidiary, Yell Finance BV, will be filed with the SEC.
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Headlines
Yellow Book will acquire 100% of TransWestern for US$1,575m (£829m) in cash
Unique opportunity to expand our national US footprint and strengthen Yell’s position in the US
Highly complementary directory coverage
Creates significant value through revenue growth and cost synergies
Consideration fully financed from new debt facilities of £2bn
Closing conditional on Hart-Scott-Rodino notification and Yell shareholders’ approval
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Strategic Rationale
Increases opportunities in fastest-growing directories industry – benefiting from share-shift from incumbents to independents
Expands platform for further same market growth, new launches and in-fill acquisitions
Complements Yellow Book’s footprint – particularly enhances position in California, Texas and Florida
Creates significant value through operational synergies and revenue growth
Strengthens Yellow Book national brand
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Overview of TransWestern
332 directories in 25 states, circulation 24.8m plus
Northwest, West and Southwest operations contribute 67% of group revenues (FYE Dec 04)
Long established – average age of directories c17 years
Owned by Thomas H. Lee Partners(62%); CIVC (13%); Management (10%); Providence, CIBC, First Union Capital Partners and ex-management investors (15%)
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5th Largest Directory Publisher in the US
8898156358
9401,0341,298
1,649
2,019
3,6153,759
Notes1 Post disposal of SBC Illinois and Indiana directories to RH Donnelley, excl. AT&T directory
assistance2 Excludes proposed MCI merger3 Alltel directories revenues onlySource 2004 annual reports, Yell, TransWestern
Top 10 US directory publishers2004 directory revenues - US$m
SBC1 VerizonInformation
Services2
BellSouth
DexMedia
YellowBook
/ TransWestern
RHDonnelley
YellowBook
TransWestern
Alltel3 Hearst /White
Directory
CBDMedia
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Complementary Footprint
Source Yell, TransWestern
Yell TransWestern
WIDEST NATIONAL COVERAGE – 45 STATES
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Integration
Yellow Book senior management to lead
Strong track record
26 acquisitions since Yell acquired Yellow Book
McLeod track record is indicative– One management team from outset
– Reduced sales force churn from 68% to 40%
– Rebranded
– Same market growth increased from 2% to 10% in first full Yellow Book led sales cycle
– $25m cost synergies on $57m EBITDA
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Creating Value
The outstanding opportunity in our industry
Expands US platform for future organic growth
Increases scale in fastest growing directory industry
Enhances earnings growth potential
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Financial Impact
TransWestern US GAAP FY Dec 04 revenue: $358m; EBITDA: $99m
Full synergies of $69m by third full year; $36m rising to $53m in intervening years
Investment in marketing support and additional distribution of c.$13m in FY 05/06, rising to $20m pa thereafter
Working capital investments in FY 05/06 and FY 06/07 averaging $35m pa
Earnings neutral in FY 05/06. Significantly earnings enhancing in first full year FY 06/07
Higher Group earnings growth from higher proportion of faster growing US EBITDA
Return in excess of Yell’s cost of capital of 8.5%
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The Enlarged Business
52%UK
48%US
45%UK
55%US
60%UK
40%US
52%UK
48%US
EBITDA (pre acquisition) (Mar-05F)
Combined EBITDA (Mar-05PF)
Revenue (pre acquisition) (Mar-05F)
Combined revenue (Mar-05PF)
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Financial Impact – Enlarged US business
* Based on 12 months contribution to 31 December 2004 for TransWesternSource: Yell, TransWestern
FYE (US$ millions)
Yellow Book31 March
2005
TransWestern 31 December
2004
Combined US*
Revenues 1,149.1 358.0 1,507.1
EBITDA 299.8 99.3 399.1
Margin 26% 28% 26%
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Cost Base Synergies
Year ended 31 March
2007$m
2008$m
2009$m
Sales productivity 13 28 42
% of sales costs 7% 15% 22%
Production and procurement 8 10 12
Overhead and back office 15 15 15
Total 36 53 69
Sales per rep Yellow Book $330,000TransWestern $190,000
Sales cost/revenue 39% to 30% (Yellow Book 29% currently)
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Funding
£2bn underwritten bank facility – Refinance existing bank facility (c£860m)
– Finance the transaction (£829m)
– Provide working capital / acquisition headroom
New facilities fully underwritten by ABN Amro, BNP Paribas, Citibank, HSBC and JP Morgan Chase
Net debt / EBITDA of approximately 4x by 31 March 2006
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Creating Value
The outstanding opportunity in our industry
Expands US platform for future organic growth
Increases scale in fastest growing directory industry
Enhances earnings growth potential