Blackstone to Invest in Liftoff to Help Fuel Future Growth

Blackstone

Partnership will further accelerate Liftoff as a leading performance marketing platform

NEW YORK and REDWOOD CITY – December 22, 2020 – Liftoff, a global performance-based mobile app marketing optimization platform, announced today it has reached a definitive agreement for a majority investment from private equity funds managed by Blackstone (NYSE:BX, “Blackstone”). This strategic partnership marks a new phase in Liftoff’s continuing mission to develop industry-leading technology and product solutions that help marketers grow their engaged user bases through initial and ongoing engagement efforts.

Founded in 2012, Liftoff partners with mobile app marketers to grow their platforms globally. Liftoff’s best-in-class technology solutions deliver more than one billion engaging ads each day to high value users in more than 90 countries and across more than 500,000 mobile publishers. As content consumption increasingly shifts to mobile devices, the company is well positioned to serve the high-growth mobile app ecosystem as a leader in programmatic user acquisition and retention. Liftoff has been included on the Inc. 5000 list of fastest growing companies in the U.S. in each of the last four years. Headquartered in Redwood City, California, Liftoff has additional offices in New York, San Francisco, Seattle, Berlin, London, Paris, Singapore, Seoul, and Tokyo.

Blackstone has been an active investor in digital content and advertising technology, including recent investments in Ancestry, Bumble, and Vungle. Liftoff’s partnership with Blackstone reflects a shared belief in the future growth potential of the industry and long-term vision to build on Liftoff’s leadership position. Blackstone’s investment will help enable Liftoff to further accelerate investment priorities, expand its global footprint, and fuel future growth initiatives.

Sachin Bavishi, Managing Director at Blackstone, said: “Liftoff is a market leader and a key growth partner for many of the world’s leading mobile app developers through its extensive global reach and strong programmatic capabilities. This investment reflects our high conviction in both mobile content and mobile advertising, and we believe that Blackstone’s extensive resources and expertise will help enable Liftoff to further capitalize on its strong momentum and significant growth potential. We are very excited to partner with Liftoff’s talented founders to continue to provide best-in-class solutions to the industry.”

Martin Brand, Co-Head of U.S. Acquisitions for Blackstone’s Private Equity Group, said: “Liftoff is an independent leader in the marketplace for mobile ads. Blackstone has significant experience investing in the fast-growing mobile ecosystem, and we are excited to back Mark and his team as they continue the rapid growth of Liftoff.”

“We’re excited to be partnering with Blackstone, one of the premier private equity firms in the world,” said Mark Ellis, CEO and co-founder of Liftoff. “Blackstone’s expertise will be invaluable as we continue to scale our company globally, expand our product offerings and help more mobile marketers build a growing audience of engaged users for their mobile experiences.”

The transaction is expected to close early next year, subject to customary closing conditions. Goldman Sachs & Co. LLC served as financial advisor and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as legal advisor to Liftoff while LUMA Partners LLC served as financial advisor and Simpson Thacher & Bartlett LLP served as legal advisor to Blackstone. Terms of the transaction were not disclosed.

About Liftoff
Liftoff is a complete mobile app marketing platform that helps companies acquire and retain high quality mobile app users at scale. Liftoff uses prediction intelligence and unbiased ML to find engaged users at scale for mobile app marketers, creative testing to deliver the most engaging ad experience and a unique cost per revenue model to optimize for LTV goals. Liftoff is proud to be a long term partner to leading brand advertisers and app publishers since 2012. Headquartered in Redwood City, Liftoff has a global presence with offices in New York, San Francisco, Seattle, Berlin, London, Paris, Singapore, Seoul, and Tokyo.

About Blackstone
Blackstone is one of the world’s leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our $584 billion in assets under management include investment vehicles focused on private equity, real estate, public debt and equity, life sciences, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone.

​​​​​CONTACTS

Blackstone 
Matt Anderson
212-390-2472
matthew.anderson@blackstone.com

Liftoff 
Dennis Mink
415-938-6465
dennis@liftoff.io

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PromoRepublic raises $1.5M to build distributed marketing software and expand services available for franchise and multi-location brands.

Innovestor

Investors in the companies seed round include follow-on investment from Innovestor Ventures, Genesis Investments, several superangels and the Business Finland government fund. It’s not the first time PromoRepublic has attracted funding; overall, the company has raised nearly $5M to date.

”The company’s enterprise product tailored for large franchising businesses is showing strong traction, and economies of scale of the SaaS business model is kicking in” – commented Innovestor’s Wilhelm Lindholm

Since its founding in 2015, PromoRepublic has become one of the top social media marketing SaaS providers with over 20,000 active small business users to date. As some small businesses perform under national franchise brands, PromoRepublic recently launched a special solution for head offices to manage their local presence on digital for thousands of locations.

PromoRepublic’s 5-year history and knowledge of small businesses’ marketing philosophy has shown that partners who leverage vendor content, messaging, branding, and demand generation initiatives in their local markets drive a winning customer experience.

“We believe in business models that value partners in their ecosystem, be it franchisees or direct sales representatives. Not only does this model decrease the risks for entrepreneurs, it also nurtures a very personal approach to local customers, which is often impossible for large enterprise companies. We can now leverage our experience in serving thousands of small businesses for use with marketing teams of national and global brands who want to engage their representatives in marketing initiatives“ — says Max Pecherskyi, CEO & Co-founder of PromoRepublic.

According to Forrester’s latest research, the distributed marketing software market will reach $1.18 billion by 2023. This is due to the fact that 75% of all world trade today is indirect. In other words, selling and marketing to and through independent representatives, field salesforces, agents, and franchisees is the new normal. Nearly 50% of all brands invested in distributed marketing in some capacity, Forrester says. Marketing executives consider this approach the most effective for local customer experiences and the key to influencing new buyers. Lockdown and rapid digitization has motivated head offices to actively use software for consistent branding, while representatives create experiences for local customers online and offline.

 

PromoRepublic in the media: 

Forbes – PromoRepublic Raises $1.5M To Help Corporations Keep Their Sales Messaging Consistent (2.12.20)

 

For additional information:

Jane Andyol

jane.andyol@promorepublic.com

 

Founded in 2015, PromoRepublic is a distributed marketing solution that connects small businesses, agencies, and multi-location brands with local audiences. Their 40+ team is spread worldwide: in Palo Alto, New York, London, Helsinki, and Kyiv. They’ve helped more than 200k businesses in 120 countries create more than 9 million social media posts and counting. For more information, visit promorepublic.com.

Media kit with pictures

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FMG Suite Announces Strategic Acquisition of Twenty Over Ten

Aurora Capital

FMG Suite, a SaaS company specializing in marketing software and services for financial advisors and insurance agents, announced it has completed the acquisition of Twenty Over Ten, a company delivering a SaaS-based digital marketing platform for financial professionals.

“We’re impressed with what Twenty Over Ten has built in a relatively short time and we look forward to integrating our solutions to deliver the products and services we know are most sought after today by financial professionals, RIAs, and independent broker-dealers,” said Scott White, FMG Suite CEO. “This acquisition is a strategic investment in the future of our platform––websites that generate leads, personalized automations, and fully customizable content,” he added.

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Known industry-wide for its innovative marketing strategies and solutions, Twenty Over Ten’s talented team of designers, developers, and marketers will be retained by FMG Suite. Together, the companies will pool their resources to offer financial advisors the most modern lead-generation and marketing solutions with award-winning client service.

“When we launched Twenty Over Ten, we had a simple desire to make beautiful professional websites for an industry that desperately needed it,” said Ryan Russell, Twenty Over Ten Co-Founder. “Four short years later, we have a large and growing community of engaged advisors and we take seriously our responsibility to continue to develop innovative solutions that redefine marketing in our industry. FMG Suite is a great next chapter in our story because the team shares our vision to give financial professionals the very best user experience and marketing tools to grow their businesses,” he added.

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Twenty Over Ten will continue to operate its business as usual until plans are announced to integrate the companies’ best-of-breed solutions to better serve the industry. Every effort will be made to minimize business disruptions, and clients of both entities will benefit from combined capabilities, content, and campaigns to improve interactions with their investor clients at every stage.

“At Advisor Group, we pride ourselves on partnering with the best to deliver the highest value services and solutions to our advisors. Today we partner with both FMG Suite and Twenty Over Ten,” said Advisor Group CMO Susan Theder. “We can’t wait to see the level of innovation that will come from this pairing, as they combine their talents to deliver the next generation of advisor marketing solutions.”

With this agreement, FMG Suite will acquire Twenty Over Ten’s customer base, reinforcing its leading market share position. The sixth acquisition in four years, the purchase agreement represents a continuation of FMG Suite’s expansion strategy.

Unlocking the power of data-driven marketing

Gp Bullhound

New York, 15 October 2020

GP Bullhound acted as exclusive financial advisor to digital marketing firm Linkmedia 360 (“Linkmedia”), on its sale to GlynnDevins.

Linkmedia, founded in 2004 and based in the Cleveland, Ohio area, is a data-driven, digital marketing company that leverages data science initiatives in digital channels to ultimately support sales growth with a framework revolving around analytics, insights and action.

The acquisition strengthens GlynnDevins’ digital offering and improves its portfolio of products and services that effectively support sales and lead generation for its clients. Linkmedia Managing Partners David Wolf and Chad Luckie will serve roles on GlynnDevins leadership team. Linkmedia will maintain its office location in Independence, OH and will now be branded as Linkmedia 360 – a GlynnDevins company.

“We have long-admired GlynnDevins’ success,” said Wolf. “Combining our strengths ensures our current and future clients will continue to receive top of line marketing execution and the best value and ROI around their marketing spend.”

“We have built a reputation based on data science and marketing experience that has proven to be successful in advancing our clients’ sales and business goals. Joining GlynnDevins is a tremendous opportunity to continue to accelerate our clients’ successes with data-driven marketing solutions.” said Luckie.

Wolf went on to say, “With their extensive expertise and network in the sector, GP Bullhound has been a great advisory partner for us. They lock-stepped with us through the entire process and their team went above and beyond throughout the engagement.”

Adam Birnbaum, Director at GP Bullhound, stated: “We are delighted to have helped Linkmedia find its ideal strategic partner in GlynnDevins. The combination creates a leader in digital marketing, and we look forward to observing their continued growth and success.”

This transaction is further testament to GP Bullhound’s expertise in the digital services sector, with 20 deals completed in the last 24 months in the sector alone, having previously advised on the merger of Orca Pacific with MightyHive, the acquisition of Jellyfish by Fimalac, the acquisition of Dudnyk by Fishawack and the acquisition of Eruptr by HIG, among many others.

Enquiries

For enquiries, please contact:

Adam Birnbaum, Director

adam.birnbaum@gpbullhound.com

About GP Bullhound

GP Bullhound is a leading technology advisory and investment firm, providing transaction advice and capital to the world’s best entrepreneurs and founders. Founded in 1999, the firm today has offices in London, San Francisco, Stockholm, Berlin, Manchester, Paris, Hong Kong, Madrid and New York. For more information, please visit www.gpbullhound.com.

 

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Empowering companies to communicate more efficiently

Gp Bullhound

Paris, 2 October 2020

GP Bullhound acted as exclusive financial adviser to Bridgepoint Development Capital and BPI on a USD160m investment in Sendinblue.

Sendinblue is a leading all-in-one digital marketing platform empowering B2B and B2C businesses, e-commerce sellers and agencies to build customer relationships through end-to-end digital marketing campaigns, transactional messaging, and marketing automation.

The company offers a unique digital marketing solution developed for small and medium-sized businesses, covering tools such as email, SMS, marketing automation, sales management, and live chat. Headquartered in Paris with offices in Seattle, Berlin, Noida, and Toronto, Sendinblue supports more than 180,000 active users across 160 countries.

The proceeds will be used to drive product expansion to further support small and medium-sized businesses and accelerate growth in the North American market. Since 2018, Sendinblue has experienced 100% year-over-year growth in the US, the fastest-growing market for the company.

Guillaume Bonneton, Partner at GP Bullhound, and Joy Sioufi, Executive Director, commented: “We are delighted to have advised Bridgepoint Development Capital and BPI on their investment into Sendinblue. The company’s management will benefit from these two platforms’ experience to further expand internationally and become the leading all-in-one digital marketing platform.”

This transaction is a further testament to GP Bullhound’s expertise in software with 13 transactions completed in the last 12 months globally – 5 in France – including CVC’s $200m investment in EcoVadis, Wavecrest Growth Partners and Beringea’s $29m investment in EDITED, the acquisition of Assetic by Dude Solutions, and Accel-KKR’s $50m investment in Partnerize, among many others.

Enquiries

For enquiries, please contact:

Guillaume Bonneton, Partner

guillaume.bonneton@gpbullhound.com Joy Sioufi, Executive Director

joy.sioufi@gpbullhound.com

About GP Bullhound

GP Bullhound is a leading technology advisory and investment firm, providing transaction advice and capital to the world’s best entrepreneurs and founders. Founded in 1999, the firm today has offices in London, San Francisco, Stockholm, Berlin, Manchester, Paris, Hong Kong, Madrid and New York. For more information, please visit www.gpbullhound.com.

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Building a world-leading marketing procurement platform

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GP Bullhound acted as the exclusive financial advisor to LDC on its more than £17m investment into Beekman Associates, the developer and provider of the data-driven marketing procurement platform RightSpend.

Headquartered in London and with a second office in New York, Beekman Associates and its industry-leading software platform RightSpend supports global brands in the assessment of their marketing activity in real time, to help save and optimise marketing spend and manage agency relationships more effectively.

 

The business has an extensive blue-chip client base which includes many of the world’s largest brands, each leveraging an extensive pricing database covering 75 different international markets, and 10 marketing specialisms including creative, digital, design, PR, production and events. The deal sees LDC backing the experienced existing management team as part of a Management Buyout.

 

David Andrews, Director at LDC, said: “The impressive client base and track record that RightSpend has developed speaks for itself. The business model and proprietary technology, coupled with a highly scalable proposition, means the business is well-placed to expand and build on its success to date.”

 

Simon Nicholls, Partner at GP Bullhound, added: “We are delighted to have advised LDC on their investment into RightSpend. This investment will enable Beekman Associates CEO Iain Seers and his team to build on their success to date and support the business’s evolution into a leading global marketing procurement software platform.”

 

This transaction is a further testament to GP Bullhound’s expertise in software with 12 transactions completed in the last 12 months globally, including CVC’s $200m investment in EcoVadis, Wavecrest Growth Partners and Beringea’s $29m investment in EDITED, the acquisition of Assetic by Dude Solutions, and Accel-KKR’s $50m investment in Partnerize, among many others.

Enquiries

For enquiries, please contact:

Simon Nicholls, Partner

simon.nicholls@gpbullhound.com Ravi Ghedia, Director

ravi.ghedia@gpbullhound.com

About GP Bullhound

GP Bullhound is a leading technology advisory and investment firm, providing transaction advice and capital to the world’s best entrepreneurs and founders. Founded in 1999, the firm today has offices in London, San Francisco, Stockholm, Berlin, Manchester, Paris, Hong Kong, Madrid and New York. For more information, please visit www.gpbullhound.com.

 

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Building end-to-end eCommerce and advertising solutions

Gp Bullhound

GP Bullhound acted as the exclusive financial advisor to Orca Pacific on its intended merger with MightyHive, a fully-owned subsidiary of S4 Capital PLC.

Founded in 2008 by John Ghiorso, Orca Pacific is a market leading full-service Amazon agency and boutique consultancy that helps top consumer brands optimize their customer journey and grow their Amazon business through a combination of expertise and industry-leading technology. The company employs over 40 former Amazonians and retail industry experts and partners with clients including Reebok, Uni-ball, Godiva, Del Monte and Kenroy Home.

The deal builds on S4 Capital’s existing Amazon relationship, equipping teams with an end-to-end eCommerce offering, including retail management, advertising, and content on Amazon’s platform,  which can bridge the gap between media, creative, and measurement more broadly to deliver additional expertise and services capabilities for SMB, Mid-Market and Enterprise clients.

John Ghiorso, CEO and Founder of Orca Pacific, said: “By teaming up with MightyHive, Orca Pacific’s existing bench of advanced Amazon experts is now positioned to offer global capabilities, along with expanded data, creative and media solutions to clients. GP Bullhound was invaluable in helping us navigate through this process and we couldn’t be more excited about the new partner we’ve found in MightyHive and S4 Capital.”

Alec Dafferner, Partner at GP Bullhound, said: “Integrating with Orca Pacific will allow MightyHive to offer best-in-class eCommerce and Marketplace solutions to its clients. We look forward to following their progress as they continue to expand their capabilities and offering.”

The transaction is further testament to GP Bullhound’s global expertise in advising category leaders in the Digital Services sector, with 19 transactions completed in this sector in the last 24 months including the majority investment in Jellyfish by Fimalac Group, and the sales of Oliver to You & Mr. Jones and Filter to Merkle, among many others.

Inquiries

For inquiries, please contact:

Alec Dafferner, Partner

ALEC.DAFFERNER@GPBULLHOUND.COM

About GP Bullhound

GP Bullhound is a leading technology advisory and investment firm, providing transaction advice and capital to the world’s best entrepreneurs and founders. Founded in 1999, the firm today has offices in London, San Francisco, Stockholm, Berlin, Manchester, Paris, Hong Kong, Madrid and New York. For more information, please visit www.gpbullhound.com.

GP Bullhound Inc. advised on this transaction.

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Providence Agrees to Invest in Smartly.io

Providence

Smartly.io Announces Majority Investment from Providence Equity Partners

Providence to Partner with Smartly.io Founders, Who Will Continue to Lead the Company and Maintain Significant Ownership

HELSINKI & PROVIDENCE, R.I. – December 18, 2019 – Smartly.io, a leading global creative and digital advertising platform, today announced a majority investment of €200 million from funds advised by Providence Equity Partners (“Providence”), a premier private equity firm that specializes in the media, communications, education and information industries. Providence will partner with management to help accelerate the growth of Smartly.io through acquisition and organic investment to continue to build Smartly.io’s leading multi-platform advertising solution that combines creative production and media optimization.

Founded in 2013, Smartly.io is a leading digital advertising solution that helps major advertisers create, launch and iterate brand and performance advertising. Smartly.io works with some of the most advanced advertisers in the world, like Uber and eBay, as well as major global brands like Under Armour and Samsonite. With more than 350 employees, Smartly.io has offices in 16 locations around the world.

Smartly.io has been an official Facebook Marketing Partner since 2014, and has worked closely with the company to distinctly serve the data, media and creative optimization process on their platform. Providence and Smartly.io look forward to continuing to work closely with Facebook to accelerate further growth.

“By partnering with Providence, Smartly.io gains invaluable strategic advisory, deep operational experience and market insight, especially in the U.S. where major Fortune 500 companies are only starting to automate their creative processes,” said Smartly.io CEO and Founder Kristo Ovaska. “We envision Smartly.io as the number one digital advertising platform for all marketers, and one that allows teams to leverage enhanced creative capabilities to supercharge and optimize their campaigns. With over €2.5 billion in ad spend flowing through Smartly.io in 2019, the largest global brands are already managing their paid social and online video spend with the platform, and this new partner allows us to continue innovating to better serve our customers as their social media advertising needs evolve.”

Smartly.io enables advertisers to manage and optimize their creative and ad operations across Facebook, Instagram and Pinterest. With the creative suite of tools in the platform, marketers bring the brand and performance advertising teams closer as well as bridge the gap between creative and ad buying silos.

“Kristo and Tuomo together with the whole team have built an impressive platform, and we are thrilled to be partnering with them,” said Davis Noell, a Managing Director at Providence. “Smartly.io has a unique opportunity to help transform the creative and media optimization process, and we look forward to supporting the Company with our experience and capital to accelerate organic and inorganic growth.”

Providence Operating Partner Laura Desmond has been appointed as Chairperson of the Board of Directors at Smartly.io and joins a group of robust and dynamic leaders, having worked closely with some of the biggest and most successful marketers worldwide, including Samsung, Coca-Cola, Visa, Mondelez, P&G and a host of direct to consumer brands such as Airbnb, Spotify, EA Sports and Twitter. Desmond has spent considerable time with advertising and marketing platform, technology and software companies such as Facebook, Google, LiveRamp and Tencent. She also serves on the board of DoubleVerify (a Providence portfolio company).

“Over the past several years, I’ve seen marketing and advertising technology evolve, with an ever-growing set of companies understanding how to partner with the entire digital ad ecosystem to create value,” said Desmond. “Smartly.io is uniquely positioned to play a lead role in a market where brand and performance work is converging. Together, we intend to grow the Company’s presence in the U.S. and globally, expand to other platforms, and build relationships with brands and their partners to create value for all.”

Macquarie Capital acted as exclusive financial advisor to Smartly.io and Hannes Snellman served as Smartly.io’s legal advisor. Debevoise & Plimpton LLP and Krogerus provided legal counsel to Providence.

Visit Smartly.io’s website to learn more about its capabilities, and follow Smartly.io on Twitter for the latest updates on company announcements.

About Smartly.io
Powering beautifully effective ads, Smartly.io automates every step of social advertising to unlock greater performance and creativity. We combine creative production and ad buying automation with outstanding customer service to help 600+ brands scale their results – not headcount – on Facebook, Instagram and Pinterest. We are a fast-growing community of 350+ Smartlies with 16 offices around the world, managing over €2.5B in ad spend and growing rapidly and profitably. Visit smartly.io to learn more.

About Providence Equity Partners
Providence is a premier global asset management firm with over $45 billion in aggregate capital commitments. Providence pioneered a sector-focused approach to private equity investing with the vision that a dedicated team of industry experts could build exceptional companies of enduring value. Since the firm’s inception in 1989, Providence has invested in more than 200 companies and has become a leading equity investment firm focused on the media, communications, education and information industries. Providence is headquartered in Providence, RI, and also has offices in New York and London. For more information, please visit www.provequity.com.

Contacts

Smartly.io
Michael Wood
PAN Communications
617-502-4300
Smartly.io@pancomm.com

Providence Equity Partners
Sard Verbinnen & Co.
Andrew Cole / Hayley Cook (U.S.) 212-687-8080
Conrad Harrington (U.K.) +44 207 4671 050
Prov-SVC@sardverb.com

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Verint announces plan to separate into two independent publicly traded companies

Apax

4 December 2019

Also announces $200 million minority investment by funds advised by Apax Partners in support of Verint’s separation plan; additional $200 million to be invested post separation

New $300 Million Share Buyback Program Over Period Through Closing of Separation

MELVILLE, N.Y., December 4, 2019: Verint® Systems Inc. (NASDAQ: VRNT), today announced that its Board of Directors has unanimously approved proceeding with a plan to separate Verint into two independent companies: one of which will consist of its customer engagement business, and one of which will consist of its cyber intelligence business. Verint expects to complete the separation shortly after the end of Verint’s next fiscal year ending January 31, 2021.

“With our customer engagement business approaching $1 billion in annual revenue and our cyber intelligence business approaching $500 million in annual revenue, we believe the two independent, publicly traded companies will both benefit from the separation and be well positioned to pursue their own strategies, drive opportunities to accelerate growth and extend their market leadership. The separation will make it easier for investors to evaluate and make independent investment decisions in each business. In preparation for the separation, we have taken steps over the last several years to strengthen the two businesses operationally and believe we are now well positioned to execute our separation plan,” said Dan Bodner, Verint CEO.

Separation Details

Verint intends to implement the separation through a pro-rata distribution of common stock of a new entity that will hold the cyber intelligence business and expects the distribution to qualify as tax free to Verint shareholders for U.S. federal income tax purposes. The completion of the transaction is subject to certain customary conditions, including final approval of the Verint Board of Directors, receipt of tax opinions from counsel as well as rulings from the Internal Revenue Service and the Israeli Tax Authority with respect to tax treatment to Verint and its shareholders, and effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission. The separation is not expected to require a shareholder vote. The separation structure is subject to change based upon various tax and regulatory factors and there can be no assurance that any separation transaction will ultimately occur or, if one does occur, of its terms or timing.

Investment by Funds Advised by Apax Partners

Funds advised by Apax Partners (the “Apax Funds”), a global private equity advisory firm, have agreed to invest up to $400 million in Verint, subject to customary closing conditions including the receipt of required regulatory clearances. The Apax Funds have significant experience in the software sector, including through previous investments in TriZetto, Plex Systems, RealPage, Sophos, Epicor and Exact Software. The investment will be made in the form of convertible preferred stock in two tranches of $200 million each. The first tranche is targeted to close in our first quarter ending April 30, 2020.  The second tranche, conditioned on and expected to close shortly following the separation (expected shortly after the end of Verint’s next fiscal year ending January 31, 2021), will be made into Verint, the entity holding the customer engagement business.

Mr. Bodner added, “Apax Partners has a proven track record of creating value by partnering with leading software companies around the world, including significant experience in both carve-outs and cloud transitions. The investment represents a strong vote of confidence in our strategy and future growth opportunities.”

In connection with the closing of the first tranche of the investment, Jason Wright, Partner at Apax Partners, will be appointed to Verint’s Board of Directors.  At the closing of the second tranche, the company will add a mutually agreed upon independent Director to Verint’s Board.

Mr. Wright said, “We are excited to partner with Verint and help the Company complete the separation, enabling both businesses to achieve their full potential. Verint’s Customer Engagement business is a market leader and we look forward to working with management to execute its cloud strategy and extend its market leadership.”

Under the investment agreement, the Apax Funds will initially purchase $200 million of Series A convertible preferred stock with an initial conversion price of $53.50, representing a conversion premium of 17% percent over the volume-weighted average price of the Company’s common stock over the 45 day period prior to the signing date.  The Series A convertible preferred stock will not participate in the spin-off of the cyber intelligence business but will have its conversion price adjusted and will remain invested in the entity holding the customer engagement business.  Shortly following the separation, the Apax Funds will purchase, subject to certain conditions, up to $200 million of  Series B convertible preferred stock with an initial conversion price based on the volume-weighted average price of the Company’s common stock over a 20 day period following the separation, subject to a collar on the minimum and maximum enterprise value of the company post separation.  Both the Series A and Series B will have an initial dividend rate of 5.2% dropping to 4.0% over time.  Assuming both the Series A and the Series B are issued on the expected timeframe and remain outstanding for 8.5 years from their respective dates of issuance, the average dividend rate on the combined investment will be approximately 4.5%.  Following the closing of the Series A investment, the Apax Funds’ ownership in Verint on an as-converted basis will be approximately 5%. Assuming completion of the Series B investment and the separation, the Apax Funds’ ownership on an as-converted basis will be between 11.5% and 15.0%.

Additional information may be found in the Form 8-K that will be filed today with the U.S. Securities and Exchange Commission.

Share Buyback Program

Verint today also announced that our Board of Directors has authorized a new share repurchase program whereby we may repurchase up to $300 million of common stock over the period ending on February 1, 2021 (on or shortly before the planned business separation). Repurchases are expected to be financed with the proceeds of the first tranche of the Apax Funds investment and available cash, including possible borrowings under our revolving credit facility. We may utilize a number of different methods to effect the repurchases, including but not limited to, open market purchases and accelerated share repurchases, and some of the repurchases may be made through Rule 10b5-1 plans. The specific timing, price, and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations, including the amount of cash available in the U.S. and other potential uses of cash. The program may be extended, suspended or discontinued at any time without prior notice and does not obligate us to acquire any particular amount of common stock.

Customer Engagement and Cyber Intelligence Leadership

We believe that both our businesses are leaders in their respective markets and the separation will enable them to achieve even better performance over the long term, as the two companies will have:

  • separate boards with further differentiated skillsets to support tailored strategic plans;
  • specific incentive programs more closely aligned with standalone business performance;
  • capital structures tailored to the unique characteristics of each business; and
  • enhanced appeal to a broader set of investors suited to the strategic and financial characteristics of each company.
Customer Engagement Business Highlights

  • Market leader
  • Approaching $1 billion of annual revenue
  • Cloud transition opportunity
Cyber Intelligence Business Highlights

  • Market leader
  • Approaching $500 million of annual revenue
  • Software model transition opportunity

Mr. Bodner concluded, “Today’s announcements are consistent with our commitment to creating value for our shareholders. We have built two strong, but increasingly distinct businesses, and we believe that separating these two businesses at this stage of their evolution will allow each to unlock its full potential.  Our customer engagement business will continue to focus on helping organizations elevate customer experience while reducing costs and our cyber intelligence business will continue to focus on helping make the world a safer place.”

Jones Day is serving as legal advisor to Verint and Jefferies LLC is acting as financial advisor to Verint.Kirkland & Ellis LLP is serving as legal advisor to Apax Partners.

About Verint Systems Inc.

Verint® (Nasdaq: VRNT) is a global leader in Actionable Intelligence® solutions with a focus on customer engagement optimization and cyber intelligence. Today, over 10,000 organizations in more than 180 countries—including over 85 percent of the Fortune 100—count on intelligence from Verint solutions to make more informed, effective and timely decisions. Learn more about how we’re creating A Smarter World with Actionable Intelligence® at www.verint.com.

About Apax Partners

Apax Partners is a leading global private equity advisory firm. Over its more than 40-year history, Apax Partners has raised and advised funds with aggregate commitments of c.$50 billion. The Apax Funds invest in companies across four global sectors of Tech & Telco, Services, Healthcare and Consumer. These funds provide long-term equity financing to build and strengthen world-class companies. For more information see: www.apax.com.

Cautions About Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Verint Systems Inc. These forward-looking statements are not guarantees of future performance and they are based on management’s expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results or conditions to differ materially from those expressed in or implied by the forward-looking statements. Some of the factors that could cause our actual results or conditions to differ materially from current expectations include, among others: uncertainties regarding the impact of general economic conditions in the United States and abroad, particularly in information technology spending and government budgets, on our business; risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards; to adapt to changing market potential from area to area within our markets; and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer needs, while simultaneously preserving our legacy businesses and migrating away from areas of commoditization; risks due to aggressive competition in all of our markets, including with respect to maintaining revenues, margins, and sufficient levels of investment in our business and operations; risks created by the continued consolidation of our competitors or the introduction of large competitors in our markets with greater resources than we have; risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions, including risks associated with valuations, reputational considerations, capital constraints, costs and expenses, maintaining profitability levels, expansion into new areas, management distraction, post-acquisition integration activities, and potential asset impairments; risks relating to our ability to properly manage investments in our business and operations, execute on growth initiatives, and enhance our existing operations and infrastructure, including the proper prioritization and allocation of limited financial and other resources; risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter; risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators and risks associated with our reliance on third-party suppliers, partners, or original equipment manufacturers (“OEMs”) for certain components, products, or services, including companies that may compete with us or work with our competitors; risks associated with the mishandling or perceived mishandling of sensitive or confidential information, including information that may belong to our customers or other third parties, and with security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions; risks that our products or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks; risks associated with our significant international operations, including, among others, in Israel, Europe, and Asia, exposure to regions subject to political or economic instability, fluctuations in foreign exchange rates, and challenges associated with a significant portion of our cash being held overseas; risks associated with political factors related to our business or operations, including reputational risks associated with our security solutions and our ability to maintain security clearances where required, as well as risks associated with a significant amount of our business coming from domestic and foreign government customers; risks associated with complex and changing local and foreign regulatory environments in the jurisdictions in which we operate, including, among others, with respect to trade compliance, anti-corruption, information security, data privacy and protection, tax, labor, government contracts, relating to our own operations as well as to the use of our solutions by our customers; challenges associated with selling sophisticated solutions, including with respect to assisting customers in understanding and realizing the benefits of our solutions, and developing, offering, implementing, and maintaining a broad and sophisticated solution portfolio; challenges associated with pursuing larger sales opportunities, including with respect to longer sales cycles, transaction reductions, deferrals, or cancellations during the sales cycle, risk of customer concentration; challenges associated with our ability to accurately forecast when a sales opportunity will convert to an order, or to accurately forecast revenue and expenses, including as a result of our Customer Engagement segment cloud transition and our Cyber Intelligence segment software model transition, and increased volatility of our operating results from period to period; risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use; risks that our customers delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise; risks that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all; risks associated with significant leverage resulting from our current debt position or our ability to incur additional debt, including with respect to liquidity considerations, covenant limitations and compliance, fluctuations in interest rates, dilution considerations (with respect to our convertible notes), and our ability to maintain our credit ratings; risks arising as a result of contingent or other obligations or liabilities assumed in our acquisition of our former parent company, Comverse Technology, Inc. (“CTI”), or associated with formerly being consolidated with, and part of a consolidated tax group with, CTI, or as a result of the successor to CTI’s business operations, Mavenir, Inc., being unwilling or unable to provide us with certain indemnities to which we are entitled; risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel, and our ability to successfully implement and maintain enhancements to the foregoing, for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays; risks associated with changing accounting principles or standards, tax laws and regulations, tax rates, and the continuing availability of expected tax benefits; risks associated with market volatility in the prices of our common stock and convertible notes based on our performance, third-party publications or speculation, or other factors and risks associated with actions of activist stockholders; risks associated with the planned issuance of preferred stock to Apax Partners, including with respect to Apax’s significant ownership position and potential that their interests will not be aligned with those of our common stockholders; and risks associated with the planned spin-off of our Cyber Intelligence business, including the possibility that the spin-off transaction may not be completed in the expected timeframe or at all, that it does not achieve the benefits anticipated, or that it negatively impacts our operations or stock price.  We assume no obligation to revise or update any forward-looking statement, except as otherwise required by law.  For a detailed discussion of these risk factors, see our Annual Report on Form 10-K for the fiscal year ended January 31, 2019,  our Quarterly Report on Form 10-Q for the quarter ended April 30, 2019 and our Quarterly Report on Form 10-Q for the quarter ended October 31, 2019, when filed, and other filings we make with the SEC.

VERINT, ACTIONABLE INTELLIGENCE, THE CUSTOMER ENGAGEMENT COMPANY, CUSTOMER ENGAGEMENT SOLUTIONS, CYBER INTELLIGENCE SOLUTIONS, GI2, FIRSTMILE, OMNIX, WEBINT, LUMINAR, RELIANT, VANTAGE, STAR-GATE, TERROGENCE, SENSECY, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries.  Verint and other parties may also have trademark rights in other terms used herein.

HH Global Announces Agreement by Blackstone to make a £100m Strategic Minority Equity Investment

Blackstone

London, United Kingdom, December 3, 2019 – HH Global (the “Company”), a leading global outsourced marketing execution provider, has reached an agreement with funds managed or advised by Blackstone Tactical Opportunities in relation to a £100m strategic minority equity investment in HH Global. Subject to receipt of relevant antitrust approvals, Blackstone’s investment is expected to complete in the first quarter of 2020.

Robert MacMillan, Chairman and Group CEO of HH Global, said: “We look forward to our strategic partnership with the Blackstone team and are excited about reaching new milestones as we embark on this next stage of our journey. Blackstone’s equity investment and extensive experience will enable our committed leadership team to accelerate growth in our core business, broaden our service offering and pursue expansion opportunities globally. The investment allows us to also significantly grow our newly developed data and digital multi-channel marketing offering with a global buy and build strategy.”

Raphael de Botton, Managing Director of Blackstone, said: “We look forward to working with Robert MacMillan and the excellent management team he has assembled. The Company is one of the few truly global operators in the market, which we believe is a strong differentiator to capture the exciting growth ahead of us. We look forward to supporting HH Global’s impressive growth trajectory, both organically and through M&A.”

HH Global’s seasoned leadership with strong industry experience, its global asset-light operating model and relentless focus on execution has underpinned its rapid growth. The Company’s track record of building and maintaining long-term trusted client relationships makes HH Global the first-choice partner in outsourced marketing execution for leading brands globally.

Moelis & Company acted as exclusive financial adviser to HH Global, Osborne Clarke as legal adviser and Jamieson advised on management incentive arrangements.  Slaughter and May acted as legal adviser to Blackstone.

The terms of the transaction were not disclosed.

About HH Global

Founded in 1991, HH Global is a leading global outsourced marketing execution provider. Applying proven processes, industry-leading technology, and the deep expertise of over 1,300+ employees, we develop innovative solutions that drive down the cost of our clients’ physical marketing procurement and content development, while improving quality, sustainability, and speed to market.

About Blackstone

Blackstone is one of the world’s leading investment firms. The Blackstone team seeks to create positive economic impact and long-term value for investors, the companies Blackstone invests in, and the communities in which Blackstone works. Blackstone does this by using extraordinary people and flexible capital to help companies solve problems.  Its asset management businesses, with $554 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis.  Follow Blackstone on twitter @Blackstone. Further information is available at www.blackstone.com.

Contact
HH Global
Victoria Ergolavou
+44 207 526 3628
vergolavou@apcoworldwide.com

Blackstone
Ramesh Chhabra
+44 207 451 4053
Ramesh.Chhabra@Blackstone.com

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