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Sponsored by:
Association for Corporate Growth
November 2016
Titan Background:
Founded over two decades ago, Titan has evolved from a small marketing services provider to a leading
provider of marketing services, direct-to-consumer solutions, cloud-based solutions and other related
services. The Company provides its services to clients in an extensive list of industries, including retail,
healthcare, financial services and food, among many others.
Subsidiary Jupiter:
Jupiter is the leading provider of direct mail solutions to direct marketers and loyalty programs in the U.S.
It is the largest player in the industry, with an integrated business model that provides end-to-end services
for direct mail campaigns, from the development of the marketing strategy and associated creative content
to the home delivery of direct mail. Its integrated platform is unique and differentiated in the industry and
enables Jupiter to deliver a comprehensive solution that generates superior marketing return on
investment (ROI) for its customers.
Due to the slow growing nature of the direct mail industry, Jupiter does not forecast topline performance
above expected market growth rates over the foreseeable future. However, given the significant and
consistent value proposition of the direct mail industry, the Company faces little concern for variance or
cyclicality in the business. High margins and minimal capital expenditures allow the Company to
generate significant free cash flow though 4% year-over-year growth in SG&A threatens to outpace
topline growth.
Bolt-On Target Lightning LLC:
Lightning LLC is a provider of direct mail solutions in the U.S. They perform services primarily on the
west coast but also have operations in New York and Chicago. Geographic overlap, as well as similarities
in operating structure and solutions offerings, present attractive revenue synergy opportunities to Jupiter.
Jupiter is confident it can increase its sales by an additional 6% due to cross-sale opportunities with
Lightning. Moreover, Lightning is particularly attractive to Jupiter due to their proprietary commingling
technology which allows Lightning to bundle their mail more effectively, reducing the cost per customer
for their services. Jupiter believes it can fully adopt and integrate Lightnings unique technology into its
own variable cost structure, thereby lowering Jupiters own cost of goods sold to match Lightnings.
Given Jupiters primary interest lies in Lightnings technology, Jupiter does not believe it will require
much additional overhead to operate Lightning and thus only expects to retain 50% of Lightnings SG&A
and depreciation.
Transaction Structure Considerations:
In an acquisition of Lightning LLC, Jupiter would have to buyout the shareholders at 11.0x 2017P
EBITDA. Jupiter would pay the Lightning shareholders in cash and would fund this transaction evenly
between cash on hand and subordinated debt. Lenders intend to provide this loan at the subsidiary level to
Jupiter directly but would not require any short term amortization.
In evaluating a Charger Capital-led leveraged buyout of Jupiter, Titan shareholders could assume they
would be paid in cash and that the buyer would fund the transaction through debt (based upon leverage
available to Jupiter) and equity such that the buyer could generate a 20% internal rate of return.
After reaching out to Low-Fee Bankers, Jupiter has received the following guidance:
Companies with similar size and cash flow generation see leverage levels as high as 4.0x of total
debt to EBITDA. Based on initial discussions, lenders have expressed willingness to provide up
to 3.0x term-loan to EBITDA and 1.0x subordinated debt to EBITDA.
Lenders are quoting Libor + 700 basis points (Libor floor of 100 basis points) for a 5%
amortizing term loan with a 75% cash sweep
Lenders are providing non-amortizing, unsecured subordinated debt at a 10%-12% interest rate
with no annual cash flow sweep and 3% PIK
Lenders are quoting Libor + 225 basis points (with no Libor floor) for a revolver with a
borrowing base and commitment amount of $30 million to help finance working capital needs
The upfront fee for the financing commitments would be $1 million for the revolver, term loan
and mezzanine debt
Transaction and advisory fees would be about 1.2% of the purchase price
Expect exit multiples in year 2021 to be equal to the acquisition multiple
Assume that interest payments occur annually
Lenders are expecting 1.2 fixed charge coverage ratio
Jupiter has no short or long term debt or tax implications
Other Factors:
Brighton Earlys end goal is to maximize value for Titan and its shareholders. At the board level, they are
currently only considering strategic alternatives that relate to their Jupiter subsidiary. He finds the bolt-on
acquisition to be attractive because he wants Titan to be a legacy business for his family, but also finds
Chargers offer to be intriguing and is generally willing to sell Jupiter at the right price.
Marketing Services Industry Overview:
The direct mail industry is comprised of companies that distribute advertising materials or specialty items
by mail or other methods of direct distribution. These companies send tailored offers or messages to
targeted prospects. Direct mail continues to be the primary method of customer solicitation, acquisition
and retention for direct marketers, which allows players to maintain current gross margins and increase
profit as the operating structure generally becomes leaner. The $35.3 billion direct mail industry has
grown at a CAGR of 4.0% from 20132016 and is projected to grow at a CAGR of 5.0% in the five years
to 2021. The industrys steady performance historically is attributable to the continuing popularity of
direct mail as a highly-targeted promotional tool with superior ROI.
Next Steps:
We have included financial and other data for Jupiter and Lightning to assist you in your evaluation.
Please see the attachment to this letter Additional Information for an index of the data provided.
We look forward to speaking with you soon.
If you have additional questions regarding content that cannot be answered with the materials provided in
this package, you should not conduct additional outside research. Instead, you should:
1. Make assumptions about any missing information; and
2. Indicate in your presentations the assumptions you have made.
Additional Information
I.
II.
Comparable Companies
A. Operating Metrics
III.
Comparable Transactions
A. Comparable Transactions Operating Metrics
2012A
2013A
2014A
2017P
2018P
2019P
$341.4
$366.3
7.3%
$335.6
(8.4%)
$370.9
10.5%
$391.7
5.6%
$412.9
5.4%
$434.3
5.2%
$456.0
5.0%
Total COGS
% of Sales
257.6
75.5%
278.7
76.1%
256.8
76.5%
279.9
75.5%
295.6
75.5%
310.7
75.3%
326.0
75.1%
341.4
74.9%
Gross Profit
% Gross Margin
$83.8
24.5%
$87.6
23.9%
$78.8
23.5%
$91.0
24.5%
$96.1
24.5%
$102.2
24.7%
$108.3
24.9%
$114.7
25.1%
Total SG&A
% of Sales
43.9
12.8%
49.9
13.6%
44.4
13.2%
51.7
13.9%
53.8
13.7%
55.9
13.6%
58.2
13.4%
60.5
13.3%
$39.9
11.7%
$37.7
10.3%
$34.4
10.2%
$39.3
10.6%
$42.3
10.8%
$46.2
11.2%
$50.2
11.5%
$54.2
11.9%
11.3
12.1
11.7
13.7
14.0
14.6
15.1
15.6
$51.2
15.0%
$49.8
13.6%
$46.1
13.7%
$53.0
14.3%
$56.3
14.4%
$60.9
14.7%
$65.2
15.0%
$69.7
15.3%
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
$51.2
15.0%
$49.8
13.6%
$46.1
13.7%
$53.0
14.3%
$56.3
14.4%
$60.9
14.7%
$65.2
15.0%
$69.7
15.3%
1596.2%
40.0%
$23.9
7.0%
1510.0%
40.0%
$22.6
6.2%
1375.0%
40.0%
$20.6
6.1%
1572.6%
40.0%
$23.6
6.4%
1693.7%
40.0%
$25.4
6.5%
1848.4%
40.0%
$27.7
6.7%
2006.1%
40.0%
$30.1
6.9%
2166.1%
40.0%
$32.5
7.1%
EBIT
% Operating Margin
Depreciation
EBITDA
% Margin
Total Adjustments
Adjusted EBITDA
% Margin
Taxes
% of EBT
Net Income
% Margin
2012A
2013A
2014A
2017P
2018P
2019P
Current Assets
Cash
Accounts Receivable
Inventories, Net
Prepaid Expenses
Deferred Income Taxes
Total Current Assets
$13.5
56.1
16.6
2.4
3.1
$91.7
$36.5
59.2
17.9
2.6
3.2
$119.3
$51.1
53.3
16.2
2.3
3.2
$126.2
$75.2
57.9
17.5
2.6
3.2
$156.4
$98.8
60.1
18.6
2.7
3.2
$183.5
$124.4
63.3
19.6
2.9
3.3
$213.5
$152.6
66.6
20.5
3.0
3.3
$246.2
$183.3
70.0
21.5
3.2
3.3
$281.3
56.4
$56.4
55.2
$55.2
64.0
$64.0
62.6
$62.6
63.6
$63.6
64.8
$64.8
65.8
$65.8
66.7
$66.7
$148.1
$174.5
$190.1
$219.0
$247.1
$278.3
$311.9
$348.0
$23.3
10.2
25.6
$59.1
$24.8
11.0
27.1
$62.9
$22.7
10.1
25.2
$57.9
$24.6
11.1
27.4
$63.2
$25.9
11.8
28.2
$65.9
$27.2
12.4
29.7
$69.4
$28.6
13.0
31.3
$72.9
$29.9
13.7
32.8
$76.4
0.0
$0.0
0.0
$0.0
0.0
$0.0
0.0
$0.0
0.0
$0.0
0.0
$0.0
0.0
$0.0
0.0
$0.0
$59.1
$62.9
$57.9
$63.2
$65.9
$69.4
$72.9
$76.4
$65.0
$88.9
$111.6
$132.2
$155.8
$181.2
$208.9
$239.0
23.9
$88.9
22.6
$111.6
20.6
$132.2
23.6
$155.8
25.4
$181.2
27.7
$208.9
30.1
$239.0
32.5
$271.5
$148.1
$174.5
$190.1
$219.0
$247.1
$278.3
$311.9
$348.0
Total Assets
Current Liabilities
Accounts Payable
Customer Deposits
Accrued Expenses and Others
Total Current Liabilities
Long Term Liabilities
Long Term Debt
Total Long Term Liabilities
Total Liabilities
Shareholder's Equity
Retained Earnings
Shareholder Distribution
Net Income
Total Shareholder's Equity
Total Liabilities and Equity
2012A
2013A
2014A
2017P
2018P
2019P
$108.5
$104.3
(3.9%)
$106.2
1.8%
$109.7
3.3%
$111.9
2.0%
$114.1
2.0%
$116.4
2.0%
$118.7
2.0%
Total COGS
% of Sales
81.6
75.2%
76.6
73.4%
78.4
73.8%
80.6
73.5%
81.9
73.2%
83.5
73.2%
85.2
73.2%
86.9
73.2%
Gross Profit
% Gross Margin
$26.9
24.8%
$27.7
26.6%
$27.8
26.2%
$29.1
26.5%
$30.0
26.8%
$30.6
26.8%
$31.2
26.8%
$31.8
26.8%
Total SG&A
% of Sales
14.3
13.2%
14.1
13.5%
14.1
13.3%
15.1
13.8%
15.9
14.2%
16.0
14.0%
16.1
13.8%
16.1
13.6%
$12.6
11.6%
$13.7
13.1%
$13.7
12.9%
$13.9
12.7%
$14.1
12.6%
$14.6
12.8%
$15.1
13.0%
$15.7
13.2%
2.1
2.6
2.4
2.0
2.8
2.9
2.9
3.0
$14.7
13.5%
$16.3
15.6%
$16.1
15.2%
$15.9
14.5%
$16.9
15.1%
$17.5
15.3%
$18.0
15.5%
$18.6
15.7%
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
$14.7
13.5%
$16.3
15.6%
$16.1
15.2%
$15.9
14.5%
$16.9
15.1%
$17.5
15.3%
$18.0
15.5%
$18.6
15.7%
EBIT
% Operating Margin
Depreciation
EBITDA
% Margin
Total Adjustments
Adjusted EBITDA
% Margin
Comparable Company
Stock
Price as of
11/1/2016
$3.39
$10.25
$61.00
$1.30
$8.73
$24.02
$17.75
$1.60
Market
Value of
Equity
$156
$6,355
$2,964
$80
$469
$1,202
$1,239
$228
Enterprise
Value
$307
$6,957
$3,502
$137
$549
$2,370
$4,582
$327
LTM
Sales
$412
$14,088
$1,832
$462
$1,091
$4,525
$11,088
$488
LTM
EBITDA
$61
$1,043
$429
$11
$42
$494
$1,026
$46
LTM
CAPEX
($10)
NA
($46)
$0
($13)
($80)
($203)
($9)
LTM
EBIT
$29
$389
$374
($1)
$31
$197
$645
$31
LTM
Net Income
($47)
$256
$235
($10)
($41)
($2)
$89
($11)
Median
Mean
Median
Mean
$50.54
$8.10
$79.21
$68.22
$22.17
$21.50
$14,412
$3,400
$18,684
$15,338
$8,802
$27,501
$15,167
$3,513
$22,469
$18,142
$9,929
$33,258
$7,837
$2,489
$15,328
$10,897
$7,778
$17,193
$1,652
$398
$2,275
$1,970
$1,067
$61
($218)
($50)
($158)
($244)
($195)
($351)
$1,192
$354
$1,983
$1,727
$909
$2,030
$806
$197
$1,130
$1,021
$551
$1,116
EV / LTM
Sales
EBITDA
EV / CY16E
Sales
EBITDA
2014 - 2016
CAGR
Sales
EBITDA
0.7x
0.5x
1.9x
0.3x
0.5x
0.5x
0.4x
0.7x
5.0x
6.7x
8.2x
12.4x
13.1x
4.8x
4.5x
7.1x
0.8x
0.5x
1.9x
0.3x
0.5x
0.5x
0.5x
0.7x
5.0x
6.3x
7.4x
NMF
9.6x
5.0x
4.2x
6.2x
(2.3%)
(0.4%)
5.3%
(14.8%)
4.0%
(5.4%)
(7.1%)
(8.0%)
(5.4%)
(5.0%)
11.3%
NA
45.0%
(6.9%)
(0.9%)
(11.9%)
0.5x
0.7x
6.9x
7.7x
0.5x
0.7x
6.2x
6.3x
(3.9%)
(3.6%)
(5.0%)
3.8%
1.9x
1.4x
1.5x
1.7x
1.3x
1.9x
9.2x
8.8x
9.9x
9.2x
9.3x
NMF
2.0x
1.4x
1.5x
1.7x
1.3x
1.9x
9.0x
8.6x
9.8x
9.6x
9.0x
11.4x
(41.3%)
4.9%
0.4%
10.5%
2.1%
(1.4%)
16.0%
6.6%
1.4%
6.7%
7.8%
(3.7%)
1.6x
1.6x
9.2x
9.3x
1.6x
1.6x
9.3x
9.6x
1.3%
(4.1%)
6.6%
5.8%
10
Total
Assets
Net Income
ROA
Net Income
ROE
Current
Ratio
Quick
Ratio
Inventory
Turnover
A/R
Days
A/P
Days
Net Working
Capital
$396
$16,364
$1,941
$386
$613
$2,634
$7,473
$457
4.2%
1.4%
12.9%
0.4%
3.1%
4.3%
5.4%
4.3%
(26.1%)
2.6%
29.9%
(81.0%)
(14.7%)
(0.5%)
15.0%
(6.1%)
1.7
1.7
1.1
1.7
1.6
1.2
1.5
1.3
1.3
1.2
0.6
0.6
1.2
0.7
1.1
1.1
14.5
7.5
15.8
NM
19.5
10.7
13.4
35.5
55.9
85.5
21.8
70.0
76.9
48.7
68.8
65.1
31.3
81.0
45.5
31.5
60.8
35.6
50.0
56.8
$40
$1,657
($35)
$172
$111
$248
$935
$21
$3,735
$1,277
4.4%
4.2%
0.0%
(0.2%)
1.3
1.4
0.9
1.1
16.7
14.5
52.8
60.5
45.1
47.8
$372
$76
Total
Assets
Net Income
ROA
Net Income
ROE
Current
Ratio
Quick
Ratio
Inventory
Turnover
A/R
Days
A/P
Days
Net Working
Capital
Dentsu Inc.
Havas SA
Omnicom Group Inc.
Publicis Groupe SA
The Interpublic Group of Companies, Inc.
WPP plc
$25,508
$6,583
$21,402
$26,833
$11,840
$42,716
NA
3.6%
5.9%
4.1%
4.9%
3.3%
NA
12.2%
40.2%
14.8%
26.7%
11.0%
1.1
1.0
0.9
0.9
1.0
0.9
1.0
1.0
0.7
0.8
0.9
0.9
NA
20.4
8.2
13.2
NA
5.1
NA
319.2
152.8
321.6
258.7
190.3
NA
456.1
275.7
599.9
434.3
NM
($556)
($382)
($3,073)
($2,720)
($819)
($2,749)
Mean
Median
$22,480
$23,455
0.0%
0.0%
0.2%
0.1%
1.0
1.0
0.9
0.9
11.7
10.7
248.5
258.7
441.5
445.2
($1,716)
($1,769)
11
Total
Debt
Market
Cap.
Cash
Minority
Interest
$159
$1,634
$618
$70
$134
$1,180
$3,891
$123
$156
$6,355
$2,964
$80
$469
$1,202
$1,239
$228
$20
$1,478
$80
$13
$21
$12
$412
$16
$7
$455
$0
$0
$0
$0
$14
$0
Total
Debt
Market
Capitalization
Cash
Minority
Interest
$2,943
$746
$5,033
$3,979
$1,741
$8,504
$14,412
$3,400
$18,684
$15,338
$8,802
$27,501
$2,191
$647
$1,969
$1,182
$895
$2,855
$34,526
$13
$722
$19
$281
$459
12
Target /
Issuer
EV / Revenue
EV / EBITDA
04/19/2016
Company 1
Operates as a developer, manufacturer, and supplier of printing, imaging, device management, managed print services
(MPS), document workflow, and business process and content management solutions.
$3,740.8
1.4x
9.9x
02/17/2015
Company 2
Offers printing, promotional, and graphic products and solutions; and binding and finishing services. In addition, the
Company offers an eCommerce solution that provides marketing campaigns, corporate identity/brand control,
collateral management, elimination of rogue spending, elimination of long-term waste, group purchasing power,
inventory control, regulation of suppliers and costs, sales force enablement, and workflow automation.
$350.0
1.2x
9.0x
02/05/2014
Company 3
Provides digital and commercial printing, and mailing services in New England.
$12.4
0.9x
7.1x
10/24/2013
Company 4
Provides general commercial printing and print-related services, including both traditional print services and
technology solutions, as well as customized materials for the financial services, insurance, healthcare, and other
industries.
$698.1
1.0x
6.9x
08/01/2013
Company 5
Provides printing, document management, marketing, and distribution services to healthcare, financial services,
manufacturing, and retail markets in North America.
$237.9
0.8x
7.4x
08/13/2012
Company 6
Provides prepress, manufacturing, and print management solutions. Its print management solutions include
commercial print, digital print, variable data technology for marketing, large format digital, and post-press finishing
services.
$472.0
1.3x
8.5x
07/13/2011
Company 7
Provides marketing solutions, publishing services, and pre-media and logistics services to retailers, branded goods
companies, catalogers. The company engages in the production of retail inserts, catalogues, direct mails, magazines,
books, and directories.
$88.7
0.7x
8.1x
02/23/2010
Company 8
Provides shareholder reporting services, marketing communications, and commercial printing services in the United
States and internationally.
$495.5
1.0x
9.5x
Business Description
13