acquisition of transwestern 17 may 2005. 1 disclaimer during this presentation we will be discussing...

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ACQUISITION OF TRANSWESTERN 17 May 2005

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ACQUISITION OF TRANSWESTERN

17 May 2005

2

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.

3

Agenda

STRATEGIC RATIONALE John Condron, CEO

FINANCIAL IMPACT John Davis, CFO

JOHN CONDRONCEO

5

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

6

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

7

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

9

Complementary Footprint

Source Yell, TransWestern

Yell TransWestern

WIDEST NATIONAL COVERAGE – 45 STATES

10

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

JOHN DAVIS CFO

13

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%

14

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

Investor Relations: Jill Sherratt +44 (0)118 950 6984

www.yellgroup.com

Yell, Queens Walk, Oxford Road, Reading, Berkshire RG1 7PT

™Trade mark of Yell Limited