Mergers & Acquisitions

Last week, I got an e-mail from a former student of mine telling me he was starting a company with mail order as one of its distribution channels. He had a neat idea, and I thought the items he was about to sell had merit. Clearly he had his product line thought out well.

It pleases me to no end when this happens: a budding entrepreneur, about to stake his claim in the business world. Then I get the question that I dread: “How do I buy a list so I can grow the business?” How do I buy a list? Oh man, haven’t I

As has been its annual custom, B-to-B list firm MeritDirect’s annual co-op event in White Plains, N.Y. on July 12 was kicked off by a provocative and entertaining presentation by catalog veteran and futurist Don Libey. Having heard Don speak plenty of times in the past (and despite his frequent speaking appearances, rarely does he repeat a single concept, strategy or idea), I’ve long since learned how to filter through his motivational pep talk and the meat of what he delivers. While always entertaining, his shtick is always chockfull of meat, but it often looks beyond tomorrow. And after all, we all want to

Catalogers’ Updates CDW Corp.: The multichannel computer marketer in May was sold to private equity firm Madison Dearborn Partners for $7.3 billion. Upon completion of the deal, CDW shareholders will receive $87.75 in cash for each share of common stock. McFeely’s Square Drive Screws: W.W. Grainger’s Lab Safety Supply subsidiary in early June said it had acquired all of the assets of McFeely’s Square Drive Screws, a B-to-B cataloger of specialty fasteners, hardware and tools for the professional woodworking industry. McFeely’s will be marketed as an independent brand by Lab Safety. Casual Male: LivingXL is the name of a new catalog launched in May by Casual

During a session at the recent NEMOA conference in Cambridge, Mass., George Isaacson and Martin Eisenstein, both attorneys from the Lewiston, Maine-based law firm Brann & Isaacson LLP, pointed out that such recent changes as the shift of power in the House and Senate to Democratic control could revive the use-tax debate. They also touched on some key legal issues involving the rapidly growing gift card market. During his presentation, Isaacson said that there are several dynamics in play this year that make the federal use-tax issue less predictable than it’s been in the past. “Every year since Quill Corp. v. North Dakota,” he said

As competition among acquirers of catalog companies has increased and multiples have grown, these buyers have become more sophisticated in their acquisition due diligence reviews (DDRs). “Multiple” refers to the multiplying amount applied to the latest 12 months of EBITDA (earnings before interest, taxes, depreciation and amortization), to equal the final valuation. And this especially is true for equity house investors, all of whom have extensive fiduciary responsibilities to their sources of capital, which often are insurance companies, pension plans, banks and other institutions. In fact, even most large direct marketers don’t acquire catalogers without similar intensive DDRs. DDRs help as you do your circ

Catalog owners tend to assess their year-earlier performance while on a short break after the holiday sales period, and often come back to the office ready to change or improve their positions. Simply, they ask themselves if last year was enough; now can I/should I sell out? And if so, what the devil are the next steps?

The proper answer requires you to ask yourself a number of questions:

1. Why are you selling?
2. What growth “storyline” have you accumulated (for a good valuation)?
3. If this is, indeed, the right time to exit, should it be all-at-once, or via a phased-out program for you and your

A reader of the most recent M&A:Q&A asks: “How long is the typical term of the licensing agreement in these deals? Do they go on forever, as long as either party does not breach? What’s the risk to Blue Sky of investing in these deals and then losing the license in five to seven years?” (Click here for original column)

Larry West responds:
License agreements are typically for an initial term of three to five years, with co-renewal rights. Some can be as long as 10 years. Others, similar to these, can be renewed in perpetuity.

Having said that, you’re right, the ultimate term depends on

If you work in any segment of the catalog and/or online marketing business, you’ll continuously be affected by mergers, acquisitions, growth financing, consolidations and valuations. And that’s regardless of whether you’re an equity owner or even like the subject! The reason is simple: Deals are changing the metrics, success hurtles and economies of scale in direct marketing. With the possible exceptions of increased postage rates and merchandise importing, it’s hard to think of other variables that have changed our competitive landscape so drastically in recent decades. In deal making over the past few years, acquisitions by equity house investors alone greatly have changed the competitive

Problem: The order entry system for My Grandma’s of New England routinely transposed data from one order to another, causing shipping errors and other assorted problems. Solution: The company implemented a new order entry system. Results: Shipping errors were virtually eliminated. My Grandma’s of New England had an order entry system (OES) that was wildly unstable, often causing data errors that resulted in shipping methods from one order being applied to another order, disappearing entirely or customer greetings placed on an order to end up on the wrong order. So last November, the company implemented Morse Data’s InOrder OES to reduce shipping errors caused by its legacy

There’s a rule in direct marketing that states: In order to positively impact the success of a direct marketing business, concentrate 40 percent of your efforts on list analysis and selection, 40 percent on offer (merchandise and promotions), and 20 percent on creative development. As it plays out in many catalog companies, there’s a disproportionate effort placed on the creative process. Obviously, your creative is the vehicle that reaches the consumer, sets the tone for your brand and your company, and drives the selling process. After all, if you have only one chance to make an impression, your creative has to be perfect,