2009 ps halper presentation

8/14/2019 2009 PS Halper Presentation

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Valuing PublishValuing PublishCom aniesCom anies

Current TrendCurrent Trend

, ., .

Cowan, Liebowitz & Latman, P.CCowan, Liebowitz & Latman, P.C



The Uncertain Times WThe Uncertain Times WInIn

Worldwide deterioration of ecWorldwide deterioration of ec

Collapse of Collapse of financial marketsfinancial markets

Technology advancesTechnology advances

CLL



Value DeterminantsValue Determinants

Measures of ValueMeasures of Value

ua ty o pu s ng programua ty o pu s ng program

Operating profitOperating profit

RevenueRevenue

Segment of publishingSegment of publishing

Science, Technical and MedicaScience, Technical and Medica

CLL



Valuation ExamplesValuation Examples

Trade Academic, Sch& Library

RevenueRevenue $20 mil$20 mil $20 mil$20 mil

pera ng ro as a:pera ng ro as a:% of Revenue% of Revenue 7%7% -- 12%12% 15%15% -- 2020$ Amount$ Amount (millions)(millions) $1.4$1.4 -- $2.4$2.4 $3.0$3.0 -- $4$4

Value as aValue as a multiplemultiple of of Revenue:Revenue:

MultipleMultiple 1x1x 1.5x1.5x --2.52.5--

CLL



Completed TransactionCompleted Transaction

publishing mergers & acquisitions for 20publishing mergers & acquisitions for 202007*2007*

CLL*Source:*Source: SubtextSubtext with permission of Open House Book Publishiwith permission of Open House Book Publishi



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CLL



Since the early 1980's, we have become one of the leading investment advisors to book publishers,in addition to our traditional commercial and intellectual property practice in this field.

We are actively involved in advising publishing and information services clients in a wide range of merger and acquisition transactions, in such areas as trade books, juvenile books, databasebusinesses, cellular rights, newsletters, establishment of venture capital funds and many other areasof publishing, including electronic publishing. The more than 80 transactions successfully completed

over the last dozen years range in value from under $5 million to over $75 million. We have beenable to even the playing field for small to mid-size publishers who might otherwise be overmatchedwhen dealing with the resources of larger media companies.

The growth of this practice has been developed by our partners Martin Levin and Bob Halper. Martinhas an in-depth working knowledge of the publishing business, having been a successful operatingexecutive in major publishing conglomerates for 37 years prior to becoming an attorney working onpublishing mergers and acquisitions. Bob has extensive experience handling complex commercialtransactions in the publishing field, among others.

This special competence provides our clients with advice on how to establish or increase values, andprovides the buyer or seller with entree to the decision makers in publishing and informationbusinesses domestically and abroad. We are also able to add value to publishing transactions bybringing into play specialized tax knowledge to maximize the final benefits of a transaction, and the

expertise of our Intellectual Property group, which can give advice on rights that are an essential partof a publishing transaction. Our strong and long-standing experience enables us to bring thesetransactions to fruition successfully, speedily and economically.

Examples of some of our M&A transactions are listed below:

From To

Monacelli Press, Inc. Random House, Inc.

The Haworth Press, Inc. Taylor & Francis Group, LLC

Hugh Lauter Levin Associates, Inc. Rizzoli International Publication, Inc.

Allerton Press Inc. Pleiades Publishing, Inc.

Consortium Book Sales & Dist. Inc. Perseus Books Group

Oceana Publications, Inc. Oxford University Press, Inc.

Lawyers Weekly, Inc. Dolan Media Company

Walker Publishing Company, Inc. Bloomsbury Publishing, PLC

Art Now, Inc. LTB Holding (USA) Inc.

CDC Construction News Alta Communications

Sea Star Books of North-SouthBooks, Inc.

Chronicle Books, LLC

Berkshire House Publishers, Inc. W.W. Norton & Company, Inc.

Greenhaven Press, Inc. and LucentBooks, Inc.

Gale Group, Inc., division of ThomsonCorporation

Petersons Guides, Inc. The Thomson Corporation

Hudson Hills Press, Inc. Gallery Press, LLC

PUBLISHING MERGERS & ACQUISITIONS TRANSACTIONS

Cowan, Liebowitz & Latman

Pub l i sh in g ‘09



Emanuel Publishing Corp. Aspen Publishers, Inc.

Summers Press, Inc. Aspen Publishers, Inc.

Presidio Press Random House, Inc.

Morgan Kaufmann Publishers, Inc. Harcourt General, Inc.

American Booksellers Association,Inc. Trade Show

Reed Publishing (USA), Inc.

Dushkin Publishing Group, Inc. William C. Brown Communications, Inc., div.of The Times Mirror Corporation

Brunner/Mazel, Inc. Taylor & Francis, Inc.

Petersons Magazine Group of Thomson Information, Inc.

Cass Communication, Inc.

TAB Books, Inc. McGraw-Hill, Inc.

Humana Sciences Press, Inc. Plenum, Inc.

Library Database Division of EIC/Intelligence, Inc.

Reed Publishing (USA), Inc.

Lectorum Publications, Inc. Scholastic, Inc.

Jeremy P. Tarcher, Inc. Putnam Berkley Group, Inc.

Shareholder sale of 50% Interest in theHaworth Press, Inc.

Haworth Press, Inc.

Howell Book House, Inc. MacMillan, Inc.

Sales of Rights to Unofficial GuideTravel Series from Menasha RidgePress Inc.

MacMillan Publishing, USA.

Price Stern Sloan, Inc. Putnam Berkeley Group, Inc.

South Park Press, Inc. The Musterlin Group PLC

Schocken Books, Inc. Random House, Inc.

AIP Press Springer Verlag New York, Inc.

Sandak, Inc. GK Hall, division of MacMillan Company

Alloy Digest, Inc. ASM International

Baskerville CommunicationsCorporation

Informa Group PLC

Williamson Publishing Company Guideposts

Ideals Publications Guideposts

Selling a business is generally a one-time event and the business often represents a major asset of individual owners. CLL offers those dealing with such a situation an opportunity to meet without anyobligation. In this meeting, we review the history of the business, its financial history, the likelihoodof a sale, the tax and estate and family planning aspects of the sale. In our practice we havecontinued to review and advise clients over many years developing a close informed relationship thatis helpful to the process.

We welcome you to call one of our lawyers who are familiar with mergers and acquisitions of Publishing and Information Services companies to schedule a complimentary meeting and discussion.

Martin P. Levin [email protected] (212) 790-9219Robert Halper [email protected] (212) 790-9260

Robert J. Giordanella [email protected] (212) 790-9234Peter R. Porcino [email protected] (212) 790-9208Simon Gerson [email protected] (212) 790-9206

© 2008 Cowan, Liebowitz & Latman, P.C. All Rights Reserved.1133 Avenue of the Americas • New York, NY 10036-6799

T (212) 790-9200 • F (212) 575-0671 • [email protected]

2009 ps halper presentation

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