Gannett Reorganizing, Buying Cars.com
Gannett Co. today announced its plan to create two publicly traded companies with scale — one exclusively focused on its broadcasting and digital businesses, and the other on its publishing business.
Gannett has also signed a definitive agreement to acquire full ownership of Cars.com, one of the leading digital companies in the automotive space. Under the agreement, Gannett will acquire the 73% interest it does not already own in Classified Ventures LLC, which owns Cars.com, for $1.8 billion in cash.
“The bold actions we are announcing today are significant next steps in our ongoing initiatives to increase shareholder value by building scale, increasing cash flow, sharpening management focus, and strengthening all of our businesses to compete effectively in today’s increasingly digital landscape,” said Gracia Martore, president and CEO. “Cars.com doubles our growing digital business, while our recent acquisitions of Belo and London Broadcasting doubled our broadcasting portfolio. These acquisitions, combined with our successful initiatives over the past 2-1/2 years to strengthen our publishing business, make this the right time for a separation into two market-leading companies.
“These transformative transactions will give both the publishing company and the broadcasting and digital company enhanced strategic, operating, financial, and regulatory flexibility to pursue growth and consolidation opportunities in their respective markets, while delivering strong cash flow to build further upon Gannett’s long-standing traditions of award-winning journalism and service to our local communities,” Martore continued.
“We are creating two companies that will be among the largest and strongest in their peer groups, with increased abilities to focus resources on the most promising areas of their businesses. At the same time, we expect to structure this transaction in a way that preserves core advertiser relationships and local marketing capabilities through permissible shared service agreements that will allow both companies to continue to benefit from cross-platform sales and content sharing opportunities. We believe separating these businesses will unlock shareholder value both in the near term and increasingly as they develop independently in the future.”
Marge Magner, chairman of the Board, said “Gannett has made huge strides in strengthening each of its businesses over the past few years, and the board believes that the creation of two highly focused companies with enhanced financial and regulatory flexibility will accelerate growth and create additional value for our shareholders.”
In its news release, Gannett said it believes the separation will result in material benefits to both companies, including:
- Creation of a stronger growth profile and a more competitive position for each company with enhanced management focus and resources more directly aligned with strategic priorities to drive innovation and value creation
- Optimization of capital structures based on the profitability, cash flow, and growth opportunities of each independent company
- Realization of more targeted investment opportunities for shareholders with trading valuations that more accurately reflect the distinctive characteristics of each business
- Opportunity to pursue value-enhancing acquisitions in each company with fewer regulatory obstacles
Gannett said it expects the publishing business will be virtually debt-free after the separation, with all of Gannett’s existing debt retained by the broadcasting and digital company. Gannett said it anticipates the initial combined dividend of the two independent companies will not be less than Gannett’s current $0.20 per share quarterly cash dividend.
Gannett is acquiring full ownership of Cars.com — a leading destination for online car shoppers providing credible and easy-to-understand information from consumers and experts — through the acquisition of the 73% equity interest in Classified Ventures LLC that it does not already own. Cars.com allows consumers to search, compare and connect with sellers and dealers, and provides buyers with greater control over the shopping process. It is now the No.2 auto-related site with about 30 million visits per month, and annual visits have grown at a rate of 17% for the last several years. Since its inception, Cars.com has grown consistently, and today the site displays about 4.3 million new and used cars from nearly 20,000 dealers.
Acquiring all of Cars.com further accelerates Gannett’s digital transformation and is consistent with the company’s focus on local media and marketing services, the company said. The automotive sector is the single largest and most important vertical for local advertising revenue, and Cars.com is one of the few proven and established digital solutions of scale in this market. Gannett will enter into new five-year affiliate agreements with the existing owner-affiliates of Cars.com upon the closing date. The company expects the transaction to be accretive to free cash flow by about $0.43 per share and neutral to non-GAAP earnings per share in 2015, growing thereafter.
The transaction is expected to contribute about $155 million in annual incremental 2014 pro forma EBITDA to Gannett, which includes the impact of the new affiliate agreements. The transaction price implies a multiple of 11.7x pro forma 2014 estimated incremental EBITDA. Based on the more favorable economics associated with the new affiliate agreements, as well as anticipated cost efficiencies, the company expects a pro forma 2015 estimated incremental EBITDA multiple of 9.2x. The company will maintain a strong balance sheet, with anticipated pro forma net leverage initially at about 2.8x, which will be reduced over time.