The article is reproduced below.
WHAT IS THE DEAL?
The £12.75m RJD Partners-backed MBO of Improve International, completed in June 2020. Based in Swindon, Improve provides continuing professional development courses for vets. It has operations across continental Europe, as well as in Asia. It was a carve out from AIM-listed Benchmark. There was a £9.5m payment on completion, and £3.25m deferred consideration, contingent on certain performance conditions being met. Management took a 30% stake. There was no debt brought into the deal on completion, which appealed to Benchmark from a point of view of deliverability – it was a very competitive process among the usual list of active UK mid-market sponsors.
HOW WERE YOU INTRODUCED TO THE DEAL?
Initially we were introduced to the business by one of Improve’s non-executive directors. We were appointed after a beauty parade, after showing our interest in the deal and belief in the management team, as well as our prior experience of successful transactions in the training sector.
WHAT WERE THE TIMESCALES?
The sale process was launched in autumn 2019, with completion targeted at Q1 2020. First round offers came in before Christmas. The short-listed bidders had additional access to the team and information, and second round offers were submitted at the end of January. However, the pandemic happened at a crucial part of the process – it struck whilst decisions were being made by Benchmark and management on which path to follow to successfully conclude the transaction. They had to assess the potential effects upon the business, which had historically held a significant number of its courses in person, the continuing appetite of bidders and bank funders and, ultimately, whether to pause the transaction. It took a while to understand the impact, and assess the unknowns, but RJD saw the deal through to completion in June 2020.
WHO WERE THE OTHER ADVISERS?
We provided financial advice to the management team, while Clark Holt gave legal advice. Benchmark appointed Cavendish Corporate Fnance as financial lead advisers and Squire Patton Boggs as legal advisers. Eight Advisory, which is a new firm to the UK led by largely ex-EY partners, gave sell-side advice on the carve-out to Benchmark. Grant Thornton and Capital Law acted for RJD Partners.
WHAT WERE THE CHALLENGES?
Close attention had to be paid to identifying stand-alone costs for support that Benchmark currently fulfilled, as well as understanding the completion balance sheet minus the usual intercompany balances and dividends – the usual carve-out issues. But the biggest challenge was COVID-19. There was significant debate regarding the maintainable EBITDA, and what the effects of the pandemic would be upon figures presented in the Information Memorandum. For example, there was much debate around whether there would be an acceptance of a switch to online tuition. With hindsight, we can see that acceptance has been very high. However, back in March 2020, there was some nervousness about the willingness of vets to make this switch. In the final analysis, Improve was regarded as COVID-19-resilient with good medium-term visibility of its course booking pipeline and confidence in its ability to pivot more of its courses to online. It also has a well-diversified geographic customer base. RJD Partners bought into all of that and had belief in the management team, who really knew their market.
WERE THERE ANY LESSONS LEARNT?
‘Keep calm and carry on’ – all the advisors kept their heads and got the deal done despite COVID-19 and lockdown. Management pivoted quickly to present numerous iterations of the business plan, showing downside cases, which demonstrated a deep understanding of their business and the sector. That reinforced another old saying: ‘always know your numbers’.
Gary Partridge started his career at PwC, where he trained as an ACA. He then worked in their corporate finance teams in London and Budapest, before joining BT Group’s corporate finance team in a global M&A role. After a period of time launching the Venture Capital team at Finance Wales, he returned to PwC running its corporate finance team in the South West of England and Wales. In 2016, he co-founded Lexington Corporate Finance, based in Cardiff, where he is its Managing Director building and leading a team of ten professionals today focused upon mid-market transaction activity across the whole of the UK .
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