The The corporate finance magazine from Livingstone ...€¦ · means servicing the US M&A...

The The corporate finance magazine from Livingstone Partners

summer 2010

How companies with strong environmental credentials prospered

in the downturn

Global green shoots

PLUS: view from the US. the Scent of SUcceSS. the deaL that broke the ice

Acquırer

maryanne dakas has joined Livingstone’s business development team in London.

hailing from melbourne, australia, maryanne previously worked for UbS wealth management and asset management. Prior to this, she worked for macquarie bank and in kPmG corporate finance’s debt advisory team.

maryanne has a bachelor’s business & commerce degree in marketing and management from monash University, australia.

She said: “i’m really looking forward to the opportunities and challenges that Livingstone offers me. coming to the Uk from australia, i looked at a number of options before joining Livingstone. Ultimately, i felt that the team here was really strong and would clearly go the extra mile for its clients.

“i am delighted to be working with the team to originate transactions across a range of sectors.”

Contact:Maryanne DakasEmail: [email protected]

11,025The number of new City jobs available in the UK in 2009

CommentAt the root of any good

professional services business is a core

competency and dedication to working hard for clients. The most successful services firms earn clients’ trust and employ a broad and trusted network of relationships to add real value –all hallmarks of Livingstone.

Livingstone was founded on relationships. In 2007, we integrated our London, Madrid and Chicago teams, which have long and effective histories of working together. We knew our clients could count on us, just as we had relied on one another. Together, we have completed more than 100 transactions, many involving cross-border collaboration. The strategy behind this success is focused on originating and completing cross-border deals seamlessly. This means leveraging our local knowledge of US acquirers and investors with an interest in deploying capital in Europe. It also means servicing the US M&A requirements of the clients of our London and Madrid offices, unearthing interesting acquisition targets or helping to re-shape their US business portfolios. We can only do this effectively if we embark on ‘the journey’ with our clients over an extended period.

A few of Chicago’s recent transactions illuminate our success at building lasting client relationships. With the sale of American Asphalt & Grading Co late last year, we completed our second transaction for private

equity house Code Hennessy & Simmons, a relationship developed since our trans-Atlantic cooperation when working with Code Hennessy on its investment in AMF Bowling Centres five years

ago. Livingstone Chicago has also completed three transactions for Sun Capital Partners and four for Castle Harlan.

We recently advised veteran private equity investor GTCR on its acquisition of ATI Physical Therapy, which creates a powerful platform for growth in the rehabilitation sector. It also reunites Livingstone and ATI’s management, a relationship dating back to 2004.

It’s about clients and Livingstone working together in partnership, cooperating for the good of our clients. It’s about achieving success together and truly relishing it. And it’s always all about relationships.

in This issue

04 roundTabLeBusiness as usual?Mid-market M&A is coming back to life, according to our panel of experts

Cover sToryLean and greenHow two global companies used their clean energy credentials to find their perfect buyers

CLienT heroSarah VawdaA Corporate Development Director talks about what it takes to succeed

deaL: ConsumerScents & sensibilityA top beauty brand achieved the perfect exit strategy, thanks to Livingstone’s nose for a good deal

deaL: LeisureHot deals in a cool climateWhat happens when an online ski travel operator needs private equity funding?

CommenTAnthony Hilton asks if the UK is going back to the 1970s

view from......the US. What has the policy making done for us?

evenTsThe Corporate M&A Strategies conference and other dates for your diary

Regulars

“It’s about achieving success together and

truly relishing it”

Features

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conSULtinG editor Kirstie HamiltonmanaGinG editor Simoney GirarddeSiGn director Ben BarrettPUbLiSher Mick Hurrell Senior artworker Mark Castro-García ProdUction director John Faulkner

Published by Wardour, Walmar House, 296 Regent Street, London W1B 3AW, UK

Tel +44 (0)20 7016 2555 www.wardour.co.uk All rights reserved. The views expressed by contributors are their own.

Livingstone Partners is an international investment banking boutique specialising in company sales, acquisitions and private equity transactions.

Our teams in London, Madrid and Chicago draw upon the integrated infrastructure of a unique, independent business with a

34-year pedigree of closing deals for clients around the world.

If you have any questions or would like more information on Livingstone, please contact Ann Wilson on +44 (0)20 7484 4727 or email [email protected]

Contact:DAViD SuLASki, Partner. Direct Dial: +1 312 670 5900

for more... Acquirer Plus brings you up-to-date news and views from Livingstone. Visit livingstonepartners.co.uk/acquirerplus

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Future Foundation’s founder and former Managing Director has returned to the fold to play her part in a management buy-out of the business.

Melanie Howard had sold the market research and consumer insight consultancy to credit referencing and data giant Experian in 2005. When Colin Lloyd, ex-President of the Direct Marketing Association, approached Livingstone to suggest that Experian might regard Future Foundation as non-core, the Livingstone team got to work to see how a buy-out might be structured. Tim Lyle, Partner at Livingstone, who led the deal with Michelle Holford of Livingstone’s media:tech team, said: “Howard was keen on returning as Executive Chairman, with Lloyd as a Non-Executive Director. Together with current Chief Executive Christophe Jouan

and Managing Director Meabh Quorin, the proposed management line-up for Future Foundation looked highly credible.”

A big challenge was ensuring deliverable financing, especially as there was competition from interested strategic purchasers with deep pockets and the potential to out-bid the management team. Lyle explains: “This MBO was financed entirely by the management and high net worth individuals who had faith in the team’s ability to conduct the MBO and run the company successfully.”

Future Foundation was acquired on 30 November 2009 and is performing well under its new management team.C

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Livingstone Partners has notched up another award, being voted the best Mid-Market Adviser for 2010 by M&A industry ‘bible’ Acquisitions Monthly.

The judges’ decision was based on many factors, including the consistency of Livingstone’s deal-making performance and the balance that the firm has struck between strong franchises in its local markets and a proven cross-border M&A capability.

Deal highlights of 2009

– during which Livingstone completed 32 deals across its London, Chicago and Madrid offices – included the sale of Veris, Ireland’s largest independent FM group, and the sale of Advantage Rent-A-Car, the largest independent car rental agent in the US. Other deals included the buy-out and sale of Formula 1 team Brawn GP through Livingstone’s sister boutique, Succession.

This latest award builds on Livingstone’s previous haul of

awards, which include Boutique of the Year at the Private Equity Awards in 2006 and in 2008.

Jeremy Furniss, Partner at Livingstone, said: “We have definitely benefited from a ‘flight to quality’ among our clients as they look for tried and tested advisers with a track record of delivering deals in tough times.

“In Livingstone, they see a firm that has continued to close deals and has retained – and added to – its professional team despite the past two troubled years.”

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Reaping the reward

A solid foundation

A tasty deal served up for Pasta KingLivingstone advised on the management buy-in of Uk meal manufacturer Pasta king, which provided a successful exit for company founder Sue davenport.

Pasta king provides hot, healthy meals served from pasta bars that are lent to its customers. it has a strong presence in Uk secondary schools, as well as in universities.

backed by nbGi Private equity, the £13m buy-in was completed at the end of 2009. matrix had provided capital for an mbo of the company in 2006, which davenport led.

Under her leadership , the company’s turnover grew by more than 35% between 2007 and 2009, from £8.9 million to more than £12 million, helping davenport to scoop the title of woman chief executive officer of the Year at the british Private equity and venture capital association ceo awards for 2009.

for the most recent buy-in, Patrick Groarke and tom Phipps of Livingstone’s consumer team advised Pasta king’s shareholders, including matrix and the current management team. they quickly identified nbGi Private equity as a suitable partner for Pasta king’s management.

Phipps said: “the sale of Pasta king highlights our ability to conduct deals in a difficult market and demonstrates that businesses in the food sector with the right fundamentals continue to appeal to private equity investors and attract bank support.”

“it was an mbo financed entirely from management and high net worth individuals”

Two years on from the peak of the market, the worst of the downturn seems to be over and the M&A market is moving again, albeit at a less frenetic pace. But the marketplace has changed significantly, and a new set of rules is starting to emerge.

In a roundtable discussion with six highly experienced players in the M&A market, The Acquirer discusses these new rules and gives some guidance to prospective sellers.

Picking your tArgetDaniel Domberger, Director at Livingstone, who moderated the session, asks: “Do you identify potential targets yourselves, or are they brought to you by their advisers? How have you seen this change in the past two years?”

“We try to do a lot of our own origination,” says Peter Brooks, Managing Director at Lloyds Development Capital (LDC), the private equity division of Lloyds Banking Group. “In general, 30 per cent of the deals we see are not intermediary originated and, as there have been fewer formal processes over the past two years, it’s probably higher now. But you need an enormous machine to achieve that. We are attached to a bank so people already know our brand, which helps.”

“In our case, most of them are introduced to us by a corporate finance intermediary,” says Ian Wallis of MML Capital, the independent investment group. “One of the differences between this year and last year is that last year there were few good quality assets available and, with volumes down, people had to be opportunistic when something came up,” he continues. “We’re seeing this change: in 2010, the private equity industry has been prepared to put some of its better-quality businesses on the market, and that should mean higher numbers of transactions.”

“We have built up a pipeline of targets over the past few years, and a lot of people are coming back to us – with or without their corporate finance advisers in formal processes,” adds James Masacorale of Wolseley, the plumbing and building supplies group with a strong track record of acquisitive growth.

cHAnging criteriAHow have you changed the way you consider acquisitions? “We haven’t changed our hurdle rates,” says Masacorale, “but they are harder to achieve in the current economic climate. In the construction industry, we are still talking about the rate of decline rather than a recovery.”

While they’re important criteria for vendors, strong relationships are equally important for acquirers: “We are buying companies where we

What a difference two years makes for mergers and acquisitions

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Business as usual?

KIRSTIe HAMILTOn

eLSA qUARSeLL

want to keep people around,” explains Mark Smith of Chime, the listed communications group. “They want to know if they’re going to have fun with the people they will be working alongside – and so do we. This hasn’t changed: in fact, it’s probably become even more important as the climate’s got tougher!”

Brooks agrees, even for sellers who won’t remain in the company. “With family or locally owned businesses that are being sold because the incumbent is 65 or wants to enjoy life, the owner wants to sell to the right person,” he says. “They don’t want to live in a village where the new owner has made all the staff redundant and moved the business 200 miles away. But building a relationship of trust can be hard in an aggressive auction process focused primarily on price.”

“We would try to avoid an auction if we can,” adds Mark Harris of leading defence technology group QinetiQ. “Before I arrived, we had no formal mechanism for acquisitions, and so did not fit neatly into a formalised sale process.” Smith agrees: “If it gets to an auction, we might well pull away. Partly because we are a people business: if a sale process is purely down to price, we back away. We haven’t changed at all on that.”

“Our biggest competitor in a deal is often the seller changing their minds and doing nothing,” says Wallis. “Sale processes we see now tend to be more tailored and thoughtful, rather than sending out a plain vanilla circular. Those deals two years ago where you were one of 40 bidders – we never wanted to be in those.”

Domberger asks: “As buyers you’d prefer not to be in an auction process. But what if the shoe were on the other foot and you were selling a business – what is your process then?”

Masacorale says: “We recently disposed of a business in Ireland and

in 2010, the Private eqUitY indUStrY

haS been PrePared to PUt Some of their better qUaLitY bUSineSSeS on the market

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there was pressure throughout the organisation to go through an auction process. It was up to the M&A team to tailor that process to suit the potential buyers, rather than putting them off.”

What about selling to management teams? “If price were everything, you would probably not sell to management. If speed and deliverability were in the equation, it might be different,” contends Brooks.

All agree that many group boards are reluctant to sell to management teams. “We think about it and put it forward to the board as an option,” says Masacorale, “but we will almost certainly also go into a broader process, in part to make sure we’re benchmarking valuations in the market.”

VALuAtionS AnD trAnSAction Structure Have valuations fallen? “Where quality companies have come on to the market, they have done remarkably well. Some of the larger deals have traded at multiples not dissimilar to 2007 and 2008 levels,” says Wallis.

“Price expectations are different,” says Masacorale. “In the past, companies had wanted a multiple of seven times EBIT [earnings before interest and taxation]; now they might be talking about 3.5 times EBIT. That is half the price.”

“But you have to be careful with publicised values,” cautions Phillip McCreanor, Partner at Livingstone. “So many deals over the past two years have been distressed sales that reported valuation trends might not be relevant for a quality asset that is trading well. They also don’t track changes in deal structures.” Deferred consideration and earn-outs have become more important as a way of ensuring that sellers don’t feel short-changed.

“We may not be offering the best price up front, but you should get more money with an earn-out structure,” says Smith. “However, if the acquisition is to be fully integrated, then the consideration must all be upfront.”

one extreme to tHe otHerFunding acquisitions and dealing with banks has also changed. Wallis explains: “We went from one extreme to the other without stopping in the middle. In the past, people would have run independent equity and debt processes, sometimes issuing term sheets for competing banks to fill in and return. Now, debt is scarcer and banks more cautious.”

“Two years ago, debt was a commodity,” adds McCreanor. Wallis adds:

“And now, you have to try to assess who can even provide it. There are a handful of active banks out there, an improvement on last year, and they are offering more appropriate leverage structures – in most cases, that means less debt on stricter terms. From early on in the process, you have to look at what the lenders might be interested in, and get your senior debt partner in the process with you.”

Like the banks, institutional equity providers are also more cautious than they were. “Our recent Pelham deal included a placing of shares,” comments Smith. “We found in our conversations with shareholders that they were more interested in understanding the strategic justification and benefits of the deal than they might have been two years ago.”

Due DiLigenceDoes this increased desire for information from funders mirror an emphasis on detailed due diligence? “We are probably more risk averse and sceptical” suggests Harris. Masacorale adds: “Unless it is a distress situation, in which case you might have to make do with whatever information you can get in the timeframe, and balance the risk with the fact that the price is so low.” Wallis says: “These days, if we can’t get answers to the questions we have, then we don’t continue in the process. There is also less tolerance for ‘surprises’ found when doing due diligence.”

Are DeALS tAking Longer to AcHieVe?“Yes, they are,” says Harris. “People are going into an exclusive position earlier than in, say, 2007, giving them more time for questions and diligence.” Brooks adds: “But it is horses for courses. Distressed assets at a cheap price can be sold quickly.”

“The process itself can be disruptive for businesses,” says Wallis, “so if you have decided you want to do the deal, you need to push on – this hasn’t changed at all.”

As mid-market M&A activity has picked up, transactions have evolved. In particular, the panel recognised the way the balance has shifted away from table-thumping demands for ever-higher prices, in favour of more tailored, considered processes designed to foster the constructive relationships needed to get the deal done, between buyer and seller and between a buyer and its funders.

1. mArk SmitH is Finance Director of Chime Communications, a public relations, marketing and research consultancy group.

2. JAmeS mASAcorALe is Head of UK M&A at Wolseley, the plumbing and building supplies group.

3. DAnieL DomBerger is a Director at Livingstone.

4. Peter BrookS is Managing Director of LDC, the UK’s most active private equity investor in the mid-market.

5. iAn WALLiS is a Managing Partner at MML Capital Partners, an

independent investment group. MML specialises in minority investments.

6. PHiLLiP mccreAnor is a Partner at Livingstone.

7. mArk HArriS is M&A Director at QinetiQ, the listed defence technology group.

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anThony hiLTon exPLores how muCh uK businesses Can Learn from The 1970s reCession and wheTher we risK rePeaTing Those errors 30 years on

T he American author Mark Twain said that history seldom repeats itself but it does often rhyme. There are patterns, and the way things unfolded in the

past can often give us clues to what might happen in the future. The problem is that when the next disaster comes round, not enough people may remember the last one. If such people were still around, perhaps we’d have avoided some of the same mistakes this time.

There are parallels between the latest recession and the downturn of the 1970s, in both their causes and their stuttering recoveries. Then, we had the Heath Barber boom in the UK, fuelled by easy credit. The idea was that cheap money would encourage industry to invest, but this merely fuelled stock market and property bubbles.

Then came the bust, between 1972 and 1974, when the stock market dropped by 60%, property values halved and a string of small banks that had lent on that property collapsed – or would have done, had the Bank of England not launched a support scheme similar to the current one, albeit on a smaller scale.

DéJà VuSo far, so similar, but this is where is gets a bit spooky. The defining feature of the first three months of 1975 was a stock market recovery – it doubled between Christmas and Easter. This is the only time in 100 years when there has been a more spectacular market surge than we witnessed last year.

This led people to believe the worst was over, but it was a false signal. The following year, in 1976, Government finances cracked under the strain and the International Monetary Fund had to ride to the rescue.

The mid-1970s was also the era of the hung Parliament, which offers another interesting parallel. Here, the message is more positive. Although the first election in spring of 1974 was inconclusive – Heath’s Tories lost but Labour failed to get a working majority – the Government called another election in the autumn, asking for a decisive mandate. It got one, and all that

happened was that six months were lost. If David Cameron’s Conservatives fail to win an outright victory, it may only mean a delay of a few months before a second and more successful election.

Life goeS onThe lesson? In the midst of uncertainty, it takes more than a stock market recovery to solve a nation’s problems, but there is money to be made even against the bleakest backdrop. Although people think of the 1970s as a complete economic disaster, the reality was more nuanced. In spite of all those problems and others, such as the miners’ strikes, large parts of the economy continued to grow.

And growth is visible now. This year, although the Government is forecasting growth of less than 1.5%, some sectors will grow at 10% or even 20%, and individual businesses within these sectors may grow even faster.

nAturAL SeLectionIf the historical parallels persist, the suffering is likely to be most acute in busineses burdened with too much debt, such as commercial property, or those too dependent on consumer spending. For them, it may be a time for scoring ones and twos, not fours and sixes, as a cricketer would say: slow, perhaps, but you can still make runs.

Change also creates chances for those deft enough to capture and exploit them. With a weaker pound, for example, there are opportunities for exporters, technology and service industries.

Other opportunities will emerge in M&A, and a pickup in transaction levels is another feature of the 1970s that may recur. There are already signs of increased corporate activity: acquisitions, non-core disposals and high-profile private equity-backed transactions.

The market may cool down again, but life does go on. Perhaps, in 30 years’ time, you’ll re-read this issue for lessons about M&A in the next recession.

It takes more than a stock

market recovery to

solve a nation’s

problems, but life goes on

Exploring the patterns of the past

CommenT

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Cover sTory

Lean and green B

ecoming greener and controlling costs are crucial items on most agendas, especially as international political pressure mounts to demonstrate social responsibility and tackle climate change.

But for many businesses, it can be a struggle to reconcile these two objectives in the context of rising energy costs. Therefore, many are turning to expert advisers for help and advice. Consultancies that offer solutions to these problems are growing quickly, and increasingly spreading their wings internationally.

Two leaders in this field – McKinnon & Clarke and Veris – recently found new partners to help them sustain their rapid growth. As a result, they can now help more businesses to reduce their carbon footprints while driving out cost.

energy efficiency McKinnon & Clarke is an international energy consultancy that has been improving clients’ energy efficiency and saving them money for more than 30 years. The company’s business model is structured so that the consultancy shares half the savings it has helped its client to realise. This means that it only makes money if the customer saves money – a powerful marketing tool in a tough business climate.

Sandy McKinnon, founder and Chairman, says: “We have been reducing carbon footprints for hundreds of companies since our inception in 1976. A green agenda has been a part of an overall cost-saving target for most businesses for years, but today more than ever, firms realise that they also need to be seen to be green and a McKinnon &

Clarke stamp of approval goes a long way to providing this credential.”

tAckLing cLimAte cHAngeGovernments across the globe are encouraging companies to focus on sustainability as a critical business issue. At the same time, governments are creating a minefield of frequently changing legislation (see p10). McKinnon explains: “Too often, businesses tiptoe round the energy procurement sector legislation without knowing how to tackle it. Our message is: we know what the rules are so you don’t have to.”

The company first worked with Livingstone ten years ago, when it sought Livingstone’s advice after undertaking a strategic review. Kristian Gavan, Director at Livingstone, recalls: “At the time, McKinnon & Clarke had strong UK operations and was thinking of potential acquisitions to move into Europe and further afield.

“Having helped the company assess how best to achieve its objectives, it was decided that the company still had tremendous growth prospects in its existing markets, and a long way to travel under its own steam.”

A decade later, after a long period of sustained growth, the company found itself at a crossroads. Sandy McKinnon wanted to achieve an exit, while existing management and the 80 employee shareholders wanted to take the company forward, says CEO Simon Northrop. In the first half of 2008, McKinnon & Clarke asked Livingstone to find a partnership with an investor or a complementary strategic group.

Initial discussions with a number of

LyndOn dRIveR

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How Livingstone helped find cool deals for two

firms specialising in facilities efficiency and

energy management

interested parties were hindered, however, by the onset of the credit crisis and ensuing economic downturn. Although interest in the business remained high as the firm continued to beat its financial targets, the recession had a negative impact on the spending power of some potential purchasers and investors.

In mid-2009, with confidence and liquidity creeping back into the market, acquirer appetite began to return, and by July a number of private equity firms were assessing the opportunity with renewed intensity. Given the still fragile macro-economic conditions, Livingstone co-ordinated a short, sharp process, with London-based Lyceum Capital (Lyceum) emerging as the most suitable partner.

Gavan explains: “Lyceum brought several aspects that would enhance the value of the company. It had a sensible approach in terms of the use of bank debt, not over-borrowing and straining the business, and possessed a deep understanding of the market, having worked with many companies with similar characteristics that were in the same position as McKinnon & Clarke. There are different challenges facing a company aiming to grow beyond £25 million turnover from one reaching its first £25 million. Lyceum knows how to tackle these challenges.”

With Lyceum as a new partner, McKinnon & Clarke is looking forward to consolidating its position in emerging markets and expanding its portfolio of services worldwide. Northrop says: “When we talked to Livingstone, we made it clear

that we wanted a partner who understood the international dimension and was excited by the whole energy space. Lyceum absolutely bought into this and ticked all the right boxes.

“Private equity firms all have the same colour of money but, ultimately, it comes down to getting the right fit with our strategy and within our operational environment. Livingstone found the perfect partner for us in Lyceum, so that together we can penetrate new markets.”

rigHt DeAL, rigHt PriceIn late 2009, Livingstone completed the sale of Veris, a provider of facilities and property management services, to ARAMARK, the US-headquartered facilities management firm with sizeable operations in the UK and Ireland.

As a dual-listed public company, trading on both the London and Irish Stock Exchanges, Veris had grown through acquisition, using its shares as currency. In the midst of the recession, however, general market confidence was low, the share price depressed and further acquisitions were not an option. Rather than continue to grow by acquisition, Veris came up with a different plan: it would look to be acquired itself, by a strategic player that would bring synergistic benefits and help it pursue growth that way.

It was clear from the outset that Veris would have no trouble attracting bidders, with an international client base that boasted Google, British Telecom, Hewlett Packard and Failte Ireland. The company’s sustained track record of rapid growth was also exceptional, with revenues rising from just £4 million in 2003 to £71.5 million in 2008, making Veris a highly attractive potential target.

Eleanor Wilkinson, Director at Livingstone, who led the deal, says: “Veris had an extra card up

its sleeve. In addition to its main facilities management and property management divisions, its Vector Environmental Services division offers energy, utility and environmental management services: considerations that are becoming priorities for many of its clients.”

AWArD-Winning BuSineSSServices provided include an educational programme that helps clients to work out the best way to manage electricity cost-effectively, as well as to conserve energy. Its work in this area has already won Veris high-profile recognition by both the Carbon Trust and Sustainable Energy Ireland.

In 2008, Veris, along with one of its competitors, was invited by the Irish Government to perform a full cost-savings analysis across a portfolio of Government properties. Veris achieved approximately twice as many cost savings as the rival firm and, as a result, Veris was appointed consultant to the Irish State.

Within a few weeks of embarking on the sale process, Livingstone identified US-based facilities management leader ARAMARK as a suitable partner. Wilkinson says: “The two businesses are very different, but in complementary ways. ARAMARK’s main offerings are ‘soft’ facilities management services, principally in terms of catering but also in grounds maintenance, cleaning and reception duties.

“On the other hand, Veris offers ‘hard’ FM, such as building management and maintenance and mechanical and electrical engineering. As a result of the merger, both firms can broaden their range of services and expand their client bases.”

Martin McMahon, Managing Director of Veris, is proud of the company’s energy-saving credentials, which he believes helped to clinch the deal. But he gives credit to Livingstone’s ability to marry the two businesses in a way that helped achieve multiple objectives.

McMahon explains: “Being a listed company, we had a fiduciary duty to our shareholders to obtain the best possible price, while ensuring that the company would be teamed with a buyer who was committed to the long-term development of Veris. Livingstone ensured that both these objectives were fulfilled.”

AttrActing AttentionFor both Veris and McKinnon & Clarke, their attractiveness to private equity and strategic buyers was greatly enhanced by their strong sustainability credentials and value-added service offerings. In an environment where more companies are seeking answers to the problems of cost reduction and better energy efficiency, companies that can provide solutions will be well placed to reap the rewards.

todaY, more than ever, firmS reaLiSe that theY aLSo need to be Seen to be Green

Cove

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fActS on cLimAte cHAnge Mitigation pledges submitted to the UN after the ‘curate’s egg’ of the Copenhagen Summit included:• 61 countries, which account for more than 78% of

global emissions, pledged to cut down and move to a low(er)-carbon economy.

• Their total commitments will help meet the first step in keeping temperature rises to no more than two degrees.

• Countries have, for the first time, signed up to comprehensive measurement, reporting and verification of progress.

• On finance, there are significant commitments made by the developed world to developing countries, including fast start finance worth US$10 billion a year by 2012 and specific support to tackle deforestation.

• The Accord supported the goal of US$100 billion a year of public and private finance for developing countries by 2020.

Source: department for environment and Climate Change

Contact:Kristian Gavan, Director: Direct Dial: +44 (0)20 7484 4747Eleanor Wilkinson, Director: Direct Dial: +44 (0)20 7484 4742

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JOHAnnA WARd

kirStie HAmiLton: What was your first big job? SArAH VAWDA: At Powergen, I broke out of my tax background and moved into a newly created corporate development department. I had trained as an accountant at Coopers & Lybrand (now PricewaterhouseCoopers) but had always been involved in M&A, so the move was a natural one for me.

kH: What was your toughest job?SV: Corus was my first leadership role in M&A – I came in as Deputy Head. It was a great experience even though it was sometimes a difficult and frustrating environment. The steel industry is steeped in history but, when I joined, it sometimes felt more like a pension fund than a company. It needed a shake-up.

I led the disposal of the aluminium business, which was the largest deal Corus had ever done. Selling this made strategic sense and was regarded as a lifesaver for the highly leveraged company. But it also fractured the fragile relationship between the loss-making UK side of the business and the Dutch side. We got part of the deal done, but the Dutch subsidiary’s supervisory board blocked the biggest part, which subsequently resulted in significant leadership changes at Corus, and the Dutch changing their law on supervisory boards.

kH: you joined a new management team at christian Salvesen, the logistics company. it was much smaller than corus – why go there?SV: To get the breadth of role I was after, I needed to be at a smaller organisation – the great big corporates inevitably want to make people more specialist. For Salvesen, I was the wild card – I had no logistics experience and so it was a brave move to hire me. But CEO Stewart Oades gave me his support and I was allowed to influence the direction

quoted company’s management team would be. We predicted the downturn and planned for it; 2009 was our best year yet.

We achieved this partly because of the restructuring we have been doing in the business but also through focus, good pricing and maintaining relationships.

kH: What do you want to achieve at Provimi over the next year?SV: We hope to deliver several acquisitions this year and we’ve been looking at some things with Livingstone. I have spent a year building a pipeline of opportunities for the group, as we are in a fragmented industry and most of these businesses are run by entrepreneurs.

kH: you have worked in male-dominated industries. What’s your advice to women who want to succeed in the corporate world?SV: I have always worked in a male-dominated environment but I have never seen that as a hindrance. You have to have tenacity, drive and resourcefulness, but while you need those things to succeed, you don’t have to be like a man!

of the business. In the first six months, we went through a strategic review process and I said I thought we would unlock the greatest shareholder value by selling the business to a larger logistics player.

We did some tidying up and restructuring, working with Livingstone on a large non-core disposal that helped make a strategic sale more achievable. Ultimately, Salvesen was acquired at a 79% premium to the market price. It was a great deal and an excellent result for the shareholders. It was a great way to go out.

kH: Provimi, the global animal nutrition and pet food business where you are corporate Development Director, is private equity-backed. How does it differ from other corporates? SV: It is much faster, which suits me well. The executive team is focused and involved at a much more operational level than a publicly

In a niche market such as the spa and beauty industry, the right strategic partner must offer more than an attractive valuation; it has to bring a deep understanding of a shared vision for growth. Similarly, when it came to marrying high-end spa specialists

Aromatherapy Associates (AA) to just such a suitable partner, it wasn’t only Livingstone Partners’ sector expertise upon which the shareholders called. A deal such as this also requires a high degree of creative flair to ensure that all the stakeholders achieve their often divergent objectives.

HigH-cLASSAA’s spa and product range carries a lot of cachet. The 30-year-old brand is widely feted in magazines, has won countless beauty awards and is a favourite among celebrities such as Dannii Minogue and Sophie Ellis-Bextor.

Given this success, one might think that the management at AA could sit back and rest on its (rose-scented) laurels. But not so for founder Geraldine Howard, whose creative vision for the company had outgrown AA’s existing capital base. Her business partner Sue Beechey, with whom she established AA in 1985, indicated her intention to step down from a day-to-day management role, providing a catalyst for a change in ownership. So, they turned to Livingstone to help manage this transition.

1� // WWW.LIvInGSTOnePARTneRS.COM // SUMMeR 2010

Finding the right partner for a luxury spa brand required more than a nose for a good deal

Scents sensibility

SIMOney GIRARd

SARAH ARneTT

Howard stressed that it was important that the buyer had a strong entrepreneurial spirit and could support AA’s ambitions for growth, while retaining the brand vision and passion that she and Beechey had always put into the business.

Another aspect that was crucial to the deal was that the brand name be retained, respected and protected. Howard explains: “Aromatherapy Associates has a strong stand-out market position in the spa and beauty industry, and the awards we have received have further established our status and filled us with pride. We have global recognition as being at the top of our industry and I wanted to see our brand continue to prosper.”

Perfect mAtcHJenny Meister, Deal Leader at Livingstone, explains: “Skin City is a holding company set up by entrepreneur Ian Richardson, a former corporate lawyer at Eversheds, and his partner Dr Magdy Ishak, a qualified cosmetic surgeon.

“Howard knew Richardson, and they had often talked about the potential of AA’s brand and her creative vision for its expansion. This made Skin City a natural potential partner when Beechey began to think about stepping back. But it requires a lot of insight and imagination to go from a shared vision to a deal that works for each of the existing shareholders – some exiting, some remaining with the business – as well as for the buyer.”

Livingstone used its expertise to structure a deal that provided an attractive exit for some, while offering exciting incentives for others. The deal team at Livingstone, led by Partner Simon Cope-Thompson and Deal Leader Meister, negotiated successfully for Beechey and Howard to maintain a shareholding in the new entity, while enabling Beechey to step back from the business and providing an exit for non-management shareholders. “Livingstone provided invaluable support through these complexities,” says Howard.

fAce of tHe futureWhy was it so crucial for Livingstone to ensure that Howard in particular would retain some equity? “Having spent more than 25 years building up the company, it was vital for me to retain a share in it,” Howard explains. “I am so passionate about our quality and I am excited that I can continue to watch us expand our global presence.”

So what’s next for the company? Howard and Richardson are reluctant to divulge details, although the potential is clearly huge, especially given Dr Ishak’s knowledge as a cosmetic surgeon. Howard comments: “Let’s just say there are some exciting plans afoot. We are keen to combine our skills and create an industry offering that has not been seen before. You will see expansion in our skincare line in the coming months, as well as some exciting developments, so watch this space!”

• Sue Beechey and Geraldine Howard studied aromatherapy in the 1970s under two pioneers of the industry. • They helped set up the International Federation of Aromatherapists in 1985, an organisation dedicated to maintaining the highest standards across the industry.

• AA products are sold through premium retailers such as SpaceNK and Fortnum & Mason, and directly to consumers online.• It has a global distribution through hotels and spas across Europe, America and Asia, including the Dorchester in London and Sandy Lane in Barbados.

• Celebrity make-up artist Ruby Hammer (of the Ruby & Millie cosmetics fame) is a known fan of AA’s essential oils range.

Eye of the beholder

Contact:Jenny Meister, Deal Leader: Direct Dial: +44 (0)20 7484 4730Simon Cope-Thompson, Partner: Direct Dial: + 44 (0)20 7484 4706

WWW.LIvInGSTOnePARTneRS.COM // SUMMeR 2010 // 1�

we are keen to create an indUStrY offerinG that haS not been Seen before

seCTor: Consumer brands

Fundraising in a recession can be a challenge, but, with Livingstone’s help, online travel retailer Iglu.com found a backer keen to invest in its future


Hot deals in a cool climate

FRAnCeS HedGeS

Contact:christopher Jones, Director: Direct Dial: +44 (0)20 7484 4724

James Lever, Partner: Direct Dial: +44 (0)20 7484 4711


seCTor: Leisure

With many consumers unable to afford expensive holidays in the wake of the recession, it is unsurprising that a number of businesses in the travel sector have found it difficult to avoid

downsizing, let alone to fund their growth aspirations. According to the Office for National Statistics, the average

household in the UK spent about £700 on package holidays abroad last year, compared with nearly twice that amount in 2005. The Association of British Travel Agents said that many families had to reconsider whether they could afford to take a break at all in 2009.

Given this outlook, it may have seemed unusual timing for specialist online travel retailer Iglu.com to raise capital to refinance out their existing shareholders and support its plans for growth. But, thanks to Livingstone Partners’ proactive approach and understanding of the sector, and Iglu.com’s strong recent financial performance, the company secured funding from Matrix Private Equity Partners (Matrix).

The team at Iglu.com had already met Livingstone’s Consumer team, and so knew where to turn when they decided it was time to refinance their founding shareholders, Barclays Ventures and Geocapital Partners, and secure further growth capital. This new finance will be used to help Iglu.com continue to grow its core business in ski and cruise.

“The management team at Iglu.com was looking for a supportive partner that shared their vision for the next stage of its growth,” explains James Lever, Partner at Livingstone, who led the deal. “So we introduced them to a highly tailored shortlist of potential investors who fitted their criteria.”

Livingstone used its experience of the travel sector to help Iglu.com present a particularly

strong investment case, building on favourable longer-term market trends. The industry is moving away from general high street travel agencies and towards online retailers specialising in a particular type of holiday.

It was clear that, as the largest specialist independent retailer of ski holidays and the fastest growing specialist cruise agent in the UK, Iglu.com would attract some strong interest from institutional investors.

on-PiSteThis meant that an early challenge was to whittle down the interested parties to an appropriate shortlist. As Richard Downs, Founder and CEO of Iglu.com, puts it: “Livingstone took a tailored, rather than a scattergun, approach using its excellent understanding of our business

model to distil who would be the best fit for the company.”The Livingstone team quickly identified Matrix as a

preferred investor, partly because of its knowledge of the travel sector and also because the Matrix team immediately struck up a rapport with Iglu.com’s management.

“We recognised that Matrix would be committed to the deal, would deliver what it promised and would work with the management team in a collegiate way,” says Christopher Jones, Director at Livingstone.

Managing the transition from the existing shareholders to the new investor was inevitably a sensitive issue, but Livingstone facilitated this process by engaging in regular dialogue with all parties involved. “They showed empathy where it was needed, humour when it was appropriate and professionalism at all times,” comments Downs.

tHe next LeVeLBob Henry, Partner at Matrix, explains: “What drove us to back Iglu.com was its strong management team and good customer relationships, with plenty of repeat custom. We’re looking forward to building on the company’s strong position in the ski and cruise markets.”

Iglu.com has plenty of opportunities for further growth. While other types of holiday have suffered from reduced consumer spending, skiing has remained popular during the recession despite its cost. The customer base for the cruise market is also broadening, as holidaymakers see cruises as offering good value for money. The company is especially keen to explore the European cruise market, particularly Spain and Italy, where most cruises are still sold on the high street rather than online.

The investment from Matrix will help Iglu.com to steam ahead with these plans – and is proof that, despite the recession, businesses with a robust model can still secure attractive private equity financing.

“This new funding will give us the flexibility to do more exciting things with the company than just look at the next quarter’s results,” says Downs. “Livingstone helped align our management team and our investors in their outlook, and got everybody facing in the right direction.”

LivinGStone Showed emPathY when it

waS needed and hUmoUr when it waS waS aPProPriate

fActS AnD figureS

igLu.comSector: TravelWhat it does: Iglu.com is the UK’s leading online retailer of specialist ski and cruise holidaysFounded: 1998 by Richard DownsSuccesses: 2009 sales of £45m, up from £38m in 2008Latest awards: Iglu.com won the Agent Achievement Award for Large Online Agency of the Year in 2007. Iglu Cruise also won the London & South East Costa Cruise award for largest growth

Contact:neil collen, Partner: Direct Dial: +34 963 524 504

f or many entrepreneurs and investors, the renewable energy market seems to offer an oasis of profitability in the desert of low consumer confidence and restrictive credit markets. But,

like many an oasis, this can turn out to be a mirage.There are significant opportunities in this new and exciting sector.

Product innovation, government support, guaranteed cash flows and predictable returns have encouraged both equity and debt investment. But, reflecting the early stage of a burgeoning industry, there are shifts in regulation, disruptive new technologies appear and over-optimistic production levels lead to pricing pressures.

common tHreADSWhile politicians and some investors use ‘renewable energy’ as an umbrella term, the underlying technologies are varied, with a wide range of components, sophistication in design and production processes, cost and reliability. If adjacent technologies and services, such as smart grid controls and specialist engineering firms, are included, it is clear that the sector is both diverse and complex.

There are some common threads in the various renewables markets. Most notably, all alternative energies are (to a greater or lesser extent) dependent upon government subsidies to be profitable. Substantial subsidies, either of the capital cost or as an ongoing tariff rate, are vital to obtain reasonable returns for investors.

eVer-cHAnging reguLAtionOne must therefore understand both current and likely legislation in individual countries. Laws and incentives change rapidly, with governments launching, adapting and modifying them, often at breathtaking speed. While many governments copy best practice, laws elsewhere are country-specific. Tariffs, green certificates, renewable obligation certificates and direct subsidies are some of the mechanisms used.

This complexity means that investment returns vary by time and country. While Spain was the darling of international investors in photovoltaic solar farms in 2007/08,

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neil collen, Partner at Livingstone Madrid, talks of the need for a global perspective, detailed intelligence and agility for investors interested in alternative energy

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a radical change in legislation saw investments drop by almost 90% in 2008/09; most recently, Italy, Eastern Europe and Canada seem more attractive.

rAnge of returnSGlobal perspective, detailed intelligence and agility are critical values for investors. Acquisitions may be the most effective way to enter a market quickly, but due diligence must be done, especially on projects under development. Returns will vary greatly depending on the phase of the project, the political/legislative stability of the region, the ability of the electrical grid to absorb the generated electricity and the ease of operation.

The range of expected returns shows the difference in the risk appetites of investors. Early-stage developments are financed by entrepreneurs, family funds and venture capital. At this stage, investments are small, while personal knowledge of local law is high. Fully permitted sites attract more traditional private equity, specialist funds and industrial groups, while operational investments attract infrastructure funds and utilities, with a lower risk profile and a lower hurdle rates of return on investment.

Many companies incorporate assets that reflect a mix of these three stages, but major investors tend to shy from green-field sites. Indeed, most infrastructure funds seek a minimum of 80% of the assets to be fully operational.

One interesting sector relates to the specialist industrial components critical to optimising alternative energy generation. Innovation, agility and global reach are critical for these manufacturers, where M&A activity reflects the need for research and development, and the ability to distribute and manufacture around the world.

what happens to consumer electronic products when the customer has a change of mind and returns them? In the US,

which has a flourishing ‘aftermarket’, the merchandise could be tested, refurbished and resold by specialists such as Tech For Less (TFL).

Founded in 2001, TFL is a processor and direct-to-consumer marketer of customer-returned consumer and business technology equipment. TFL’s business model capitalises on the US market’s liberal return policies, whereby most retailers offer a generous open returns policy, allowing consumers to return any product for any reason, within a given time period, to improve the shopping experience and boost customer loyalty.

This entitlement has created an increasingly important and profitable aftermarket for reverse logistics providers along the consumer electronics supply chain. TFL buys returned products from retailers, e-tailers, distributors and manufacturers. The company then tests, refurbishes, repackages and markets the merchandise to consumers through its website and other direct channels.

Recognising the burgeoning opportunity within this aftermarket niche, and the rising strategic interest it is attracting from the more established players along the forward supply chain, Chicago-based private equity house Dixon Midland invested in TFL in late 2006. The business grew steadily at

more than 20% a year, benefiting from a growing aftermarket and strong demand from price-conscious consumers as the economy turned south.

At the same time, established players in the consumer electronics industry were seeing their margins squeezed by customers eager to reduce costs, and were keen to move into higher-value and higher-margin activities. Recognising that this trend meant fortuitous timing for a potential exit, Dixon Midland began talking to Livingstone Partners in late 2008 regarding the sale of TFL.

AttrActing intereStRyan Buckley, Vice President at Livingstone’s Chicago office, says: “TFL had solved some of the key problems for aftermarket consumer electronics. Therefore, the company attracted interest all along the consumer electronics value chain, from contract manufacturers, retailers and forward logistics providers, to IT distributors and waste management firms.”

Supply chain specialist ModusLink Global Solutions (ModusLink) quickly emerged as the best long-term partner for TFL. ModusLink is a leader in global supply chain business process management, and had recently focused its acquisition efforts on targets that serve the consumer electronics aftermarket. ModusLink

also saw significant ongoing consolidation potential in the electronics aftermarket. Stephen Miles, Partner at Livingstone Chicago, says: “ModusLink had recently acquired a consumer electronics repair business, positioning the company squarely in the aftermarket space. By adding TFL and its unique capabilities to its expanding aftermarket offering, ModusLink has become one of the largest players in the fast emerging consumer electronics aftermarket.”

Although the strategic fit was compelling, the recessionary environment created some hurdles. Miles explains: “Early on in our discussions, TFL lost a major supplier, which created operational challenges and meant it needed to back-fill supply. We explained to ModusLink that this might delay the achievement of the forecast profits, but showed that the strategic value of TFL was unaffected.”

For Dixon Midland, this well-timed exit to a key logistics player vindicated the strategic insight behind its original investment in TFL. Buckley quips: “A business focused on turning ‘trash into treasure’ has generated exceptional investor returns from consumer returns.”

How one tech retailer found the perfect match through Livingstone

WWW.LIvInGSTOnePARTneRS.COM // SUMMeR 2010 // 1�

seCTor: LogisTiCs

Contact:Ryan Buckley, Vice President: Direct Dial: +1 312 670 5925 Steve Miles, Partner:Direct Dial: +1 312 670 5901 A

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Last year, the US hit the bottom of what turned out to be a recession rather than a depression. The world has not ended and, with this renewed

confidence, people are at last looking ahead. The consensus is that the economy is growing slowly, and that the world will take some time to recover, but that the recovery has started.

Many companies made cuts last year, focusing on survival, but companies are now looking for ways to grow. This may encourage more M&A activity, because one way to achieve growth will be to acquire and take advantage of cost and revenue synergies. Some of the loans used to finance deals between 2005 and 2007 will be due for refinancing, potentially prompting disposals or exits and leading to more M&A activity.

m&A neeDS StrengtHThe stock market has done well and companies may use stock as acquisition currency, rather than cash, as credit is still relatively difficult to obtain. A strong balance sheet will therefore give any company the advantage when pursuing an acquisition.

While it is still not where it was in 2006 and 2007, the credit market is better than in 2008 and 2009. But, because the lending markets aren’t yet back to full strength, it won’t be a boom year for M&A.

Is the Troubled Assets Relief Programme (TARP) dead? In my opinion, TARP did its job.

The public was worried that the banks were

insolvent; TARP helped convince people that financial institutions could get through the crisis.

Now, TARP money has largely been paid back (it wasn’t so much a bail-out as an investment) but the Bush administration seems to have bodged the PR on this one.

The rescue plan was much criticised, but it has turned out to be a good investment and may have avoided a total meltdown of the US banking system.

ProfitS AnD PoLiticAL PreSSureSThe worst of the bankers’ bonus culture may be over, but in the short to medium term, the large investment banks may lose staff as they are cherry-picked by boutiques able to offer more attractive packages.

As the rest of the TARP is more or less repaid, however, banks will return to profit and the market will continue to gain confidence.

It is hard to predict whether politicians will continue to use bonuses to score points, but Wall Street needs to respond positively to the measures that the Obama administration implements. When the political dust settles, we will have a clearer view as to which parts of the market are growing most strongly. Until then, we need to watch out on the rebound.

Steven Kaplan is Professor of Entrepreneurship and Finance at the Chicago Booth School of Business

sTeven KaPLan, Professor aT The ChiCago booTh sChooL of business, beLieves The us marKeTs have finaLLy Turned for m&a aCTiviTy

VIEW from:

A strong balance sheet will give any company the

advantage when it is

pursuing an acquisition

The US

US mid-market M&A activity grew by almost 20% in the first quarter of 2010, with 1,660 completed deals of $500 million or less compared with the first quarter of 2009.

Driving this growth is a combination of better overall economic conditions, increased business confidence, and private equity investors returning to the market as both buyers and sellers.

Along with these trends, activity for the rest of 2010 will be led by:

Continued improvement in credit markets, in particular cash flow deals for smaller transactions. While leverage and pricing have improved for asset-backed deals and larger cash flow deals (companies with $20 million and higher EBITDA), credit remains tight for smaller cash flow deals, in particular firms with

less than $10 million in EBITDA. Sectors such as healthcare, food

and beverage and non-discretionary consumer are growing faster than the overall economy. M&A activity is expected to remain strong in these industries.

Seller’s price expectations and a greater willingness to transact at lower multiples than those seen during the bull market.

Jim moSkALLivingstone Chicago’s Jim Moskal leads the firm’s Healthcare practice in the US

Comment

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1� // WWW.LIvInGSTOnePARTneRS.COM // SUMMeR 2010

LivingsTone evenTs

minimising risK & maximising vaLue in a ChaLLenging m&a marKeTThursday 17 June 2010

T his half-day event is designed for busy CEOs, FDs, M&A and Strategy Directors, and General Counsels who may be contemplating acquiring or divesting non-core subsidiaries

over the next 12 to 24 months.

time to moVe forWArDWith the dark days of 2009 behind us, the pressure is building to demonstrate that strategies for recovery are well under way.

In particular, having resisted the temptation to sacrifice shareholder value by divesting non-core subsidiaries at the bottom of the M&A cycle, corporate owners are now actively looking to reshape their business portfolios by selling peripheral assets, making strategic acquisitions and concentrating scarce management resource on core business performance.

However, the M&A market continues to be a challenging one. Acquirers and investors are more selective and have a reduced tolerance of risk, and due diligence has become even more intensive and time-consuming for sellers.

This event seeks to highlight the tactics and techniques appropriate for this fluid M&A environment, focusing on anticipating the issues, tailoring the M&A process and managing relationships between buyers and sellers for maximum effect.

key iSSueS to Be ADDreSSeD:• What is the state of the M&A market at the moment?• What has happened to valuations – are they on the rise?• Preparing for a divestment: what issues must I anticipate?• Dealing with management: friends or foes?• Vendor due diligence: a thing of the past?• Are ‘auctions’ still possible; if not, what process?• External funding and certainty: can the two co-exist?• How do I deal with more invasive due diligence?• How best to manage timetables with wary buyers.

conference ProgrAmme08.30 registration & Light Breakfast09.15 Welcome & opening remarks Phillip mccreanor

Livingstone Partners09.30 keynote Speaker:

tim Weller, chief executive, incisive media

Tim has taken Incisive from a modest buy-out to one of the world’s largest media groups through a strategy of acquisition and a ‘take private’. Recently involved in a major bank reorganisation, Tim shares his experience of deal-making in the current climate.

10.00 Panel Session one: minimising risk

A panel session of seasoned M&A professionals from large corporates share their experience of preparing valuable non-core assets for sale, acquiring from other groups or private owners, identifying common problems and offering practical solutions.

11.00 coffee Break11.30 Best Practice Discussion Jeremy Furniss of Livingstone

and James Mee of RPC discuss the latest developments in legal protection for buyers and sellers.

12.00 Panel Session two: maximising Value

Seasoned acquirers and sellers from the corporate and private equity worlds talk about the M&A process, reflect on the temporary demise of the ‘auction’ and how to close deals and create certainty in an uncertain environment.

13.00 concluding remarks: Jeremy furniss

Livingstone Partners13.15 Lunch & networking Session14.30 conference ends

thursday 7 october – Londontechnology sector conference

Corporate m&A strategies

contact:To find out more about any of these conferences, contact: Andrea St. Hill on +44 (0)20 7484 4708 or email [email protected]

save the date: Livingstone’s other 2010 conferencesWednesday 17 november – Londonconsultancies sector conference

www.rpc.co.uk

SuPPorteD By:

We’ve achieved results for these clientsWhat can we do for you?

PLASAn SASA LtD

mArSHALL LAnD SyStemS

Creation of Joint Venture between Plasan and MLS to design and manufacture armour solutions

in the UK in February 2010.

Livingstone initiated the transaction, advised Plasan Sasa and assisted in the negotiations.

comomÍn

gruPo nAVec

Sale of leading Spanish provider of support services to the petrochemicals sector in

December 2009.

Livingstone advised the vendor and assisted in the negotiations.

SoLuBLe fiLm PAckAging

PriVAte inVeStorS

Capital-raise for Soluble Film Packaging of Spain, focused on water-soluble film packaging, in

December 2009.

Livingstone advised the shareholders of Soluble Film Packaging and

assisted in the negotiations.

mckinnon & cLArke LtD

mBo teAm / Lyceum cAPitAL

Sale of leading energy consultancy and utility management provider to Lyceum Capital in December 2009.

Livingstone initiated the transaction, advised the vendors and assisted in the negotiations.

igLu.com

mBo teAm / mAtrix PriVAte eQuity

Secondary buy-out of the UK’s leading online ski and cruise

holiday operator from Barclays Ventures in December 2009.

Livingstone initiated the transaction, advised the management team and


tecH for LeSS LLc

moDuS gLoBAL SoLutionS inc

Sale of a leading global supply chain manager, specialising in

consumer electronics and business technology products, in

December 2009.


AromAtHerAPy ASSociAteS LtD

Skin city LtD

Sale of a leading specialist spa and beauty products company in

December 2009.

Livingstone advised the vendor and assisted in the negotiations.

future founDAtion

mBo teAm / PriVAte inVeStorS

Management buy-out of a leading consumer insight and strategic

futures business from Experian plc in November 2009.

Livingstone advised the management team and assisted

in the negotiations.

PAStA king (uk) LtD

BimBo teAm / nBgi PriVAte eQuity

Sale of provider of pasta meal food solutions to a buy-in team backed

by NBGI Private Equity in November 2009.


AmericAn ASPHALt & grADing

gAteWAy city cAPitAL

Sale of a leading integrated construction services company on

behalf of Code Hennessy & Simmons in November 2009.


VeriS PLc

ArAmArk

Sale of facilities and property management divisions

of Veris plc to ARAMARK of the US in October 2009.

Livingstone initiated the transaction, advised Veris plc and


+ViSiÓn

gruPo HAL nV

Sale of leading chain of opticians in Argentina and Uruguay to Dutch

group Hal N.V. in September 2009.

Livingstone advised the vendors and assisted in the negotiations.

www.livingstonepartners.com

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