Yell Group consists of two businesses that are operating across countries. Yellow Page is a classified directory business in the UK, while Yellow Book is an independent directory business in the USA. These businesses are currently owned by British Telecom which is under pressure to reduce its heavy debt load and had been wavering for months about the future of these two Yellow Pages divisions. Apax Partner and Hick Muse are two private equity firms that are interested in the acquisition of the Yell Group by using debt for a majority of the purchase price and equity for the remainder. The deal is crucially important to both Apax and Hicks Muse because of its high visibility — simply by virtue of its size and complexity, it will leave its mark on the reputations of both PE firms. But the team faces a challenge when valuing a cross border business involved in the LBO. Not only are those business located in different markets, but they also are characterized by different growth rates and cash flow characteristics. Furthermore, each business unit faces an immediate uncertainty.
2. Overview of LBO The Equity Sponsor borrows the debt portion of the purchase price, typically through public or private bonds and bank loans issued by the company and contribute the equity portion typically through a private fund. Debt is serviced and repaid with the company’s operating cash flows. The buyer later sells all or a portion of the company and realizes a return on its initial equity investment — Sale of Sponsor equity typically through an initial public offering or a sale to a strategic buyer or another LBO firm.
The LBO transaction focuses on cash flows generated by operations and the use of the cash to pay down debt, thereby increasing equity value. Additionally, improvements in operating performance can increase value. Assuming the enterprise value remains unchanged, as debt is repaid, value reverts to the equity holders, thereby generating equity returns. Through this cross-border LBO, our team wants to achieve three fundamental goals: a) Determining the enterprise value of Yell Group by measuring its ability to generate sufficient cash flows to meet required equity returns while complying with leverage parameters. b) Calculating financial ratios and other measurements to determine the balance sheet and credit impact of the LBO c) To justify whether they can get reasonable returns given financial projections and leverage assumption in the model. Our team is aim to use as much leverage as possible to minimize initial equity check and create an aggressive financing structure that can be effectively syndicated to the market.
3. Yell Operations
When valuing Yell, we find that Yell currently has two well-established business lines in two different markets. While the environment is different in each market, Yell’s business lines achieve somewhat steady cash flows that are on pace with market growth, even the OFT is expected to recommend the imposition of a limit on the annual increase in rates for advertising in the U.K. market. The projected EBITDA for both BT Yellow Pages in the U.K. and Yellow Pages USA combined are more than enough to cover the considerable interest expense. Furthermore, with the ambitious growth plan, Yellow Book hopes to capture much of the predicted market share gains. A good LBO candidate should have some characteristics on its business specific and industry specifics. That means, the underlying Yell fundamentals and competitive advantage should be much more scrutinized by the team. Indeed, BT Yellow Pages as a market-leader in the classified directory business and Yellow Pages USA as a market leader in the independent publisher of business directories.
Finally, shortly before Apax and Hicks Muse had initiated talks with BT executives about the future of Yell, the telecom giant had announced plans to pay down its debt, so this deal should be a fire-sale transaction, the sale of Yell is good for BT and its shareholders. However, BT Yellow Pages and Yellow Book USA represent two very different businesses. The U.K. business is subject to heavy regulation which will restrict the price. Thus the only way to expand profits is through the advertisement volume.
Unfortunately, the growth in the classified directories advertising market has been declining over the last few decades and will probably continue in this tendency even though the total advertising market has seen increasing growth. The potential good opportunities for this business could be the additional divisions that BT Yellow Pages owned. Prospective investment indicated these businesses are in the early stages. The U.S. market is an important source of new business for SMEs throughout the country and the independents are projected to increase their market share from 11% to 30% over the 2000 — 2005 period.
For Yellow Book, this growth is to be fueled by expansion efforts as launching new directories into contiguous markets and launching wide area books into cities without an independent presence. In terms of the industry life cycle, BT Yellow Pages is most likely in the late maturity / early decline stage while Yellow Pages USA was still in the growth phase. These factors combined with the buyers’ investment horizon will influence their exit strategy. Yell Group Ltd. provided Apax and Hicks Muse team with projections for both BT Yellow Pages and Yellow Book USA based on what a potential growth in the upcoming years.
Since Yell is trying to sell their business, we have to be careful about the assumptions used to come up with these projections. As a financial buyer, we tend to leave the day-to-day operations with management and thus would hope that they can meet their projections. These numbers should be viewed conservatively, as Yell would want to make the company look as attractive as possible to potential buyers. For BT Yellow Pages, their growth is dependent on the number of advertisements sold in a given year and the advertisements’ prices. Thus, as a potential buyer, these areas need to be scrutinized to come up with a reasonable projection. The growth rate (nominal) of advertisement volume from 2001 to 2007 may be as high as the rate of past years at 6.6%, and for SMEs, BT Yellow Pages were considered a “must buy”, since the yellow pages are their principal means of reaching customers in UK.
Yellow pages advertising expenditures tends to be more stable than other forms of media advertising and do not fluctuate widely with economic cycles. For advertisement prices, the trend is slightly increasing from 2001 to 2003 and flat thereafter. Yell’s management seems to be too optimistic here as the OFT is expected to announce its new recommendation for the following years soon. Since the cap is 6% below the inflation rate and the projections for inflation is 2.4% in 2002, 2.3% in 2003, and 2.0% thereafter, the advertising prices should be expected to show a decreasing trend. For example, the Weighted Average Advertisement Fee in 2002 should be 621.78 = 645 x (1 + 2.4% – 6%).
The year-over-year revenue growth for Yellow Book USA ranges from 10.0% to 15.0% with an average of 12.5% and a compound average growth rate of 12.4%. Organic growth in the US market is 4-5% and so the additional growth for Yellow Book USA must be coming from new market launches as well as increasing market share as an independent publisher. The growth rates seem quite aggressive and so additional new market launches may be required in years 2005 and 2006, currently not projected, to ensure that there is a buffer to hit revenue projections. It may make sense to also decrease the revenue growth rate to be more realistic and use yell’s projection as an upper limit case. We think it important to segregate organic revenues from new launch revenues and only apply an EBITDA margin to organic sales while separately adding in the impact of new launches in order to roll the two very different types of markets together.
This approach also affords an opportunity to give a more sophisticated treatment to operating income from new launches. We believe that a 17% EBITDA margin on organic sales is a more realistic target for 2002, improving at a 2% increase per year as business goes up until the 25% target rate is hit in 2005 and maintained thereafter. Capital Expenditure and depreciation also need to be reviewed as they are somewhat positively related, which means an increase in Capital Expenditure usually results an increase in depreciation and vice versa. Overall, the numbers for both markets should be viewed with skepticism as these are Yell’s projections and may not reflect the buyer’s expectations in terms of the growth in the market.
4. Transaction Assumption The following transaction assumptions must be considered at the beginning of LBO analysis:
a) BT Yellow Pages has its price adjusted for inflation as stated by the OFT. b) The U.K. discount rate is calculated using the comps Telefonica Publicidad e Informacion and Enriro. c) The U.S. discount rate is calculated using McLeod USA and World Pages. d) The model assumes the debt is held in the U.K. and the U.S. business line will have its cash flows converted to U.K. denominated pounds at the spot rate- For the base case, the terminal value growth rate of BT Yellow Pages is 3.47% which is a forecast of the compound average growth rate of FCF from 2002 to 2007 based on our projection. Sensitivity analysis should be applied to see how the growth rate of terminal value would affect the overall valuation. e) For the base case, the terminal value growth rate of Yellow Book USA is 4.3% which is the historical growth of the RBOCs. Sensitivity analysis should be applied to see how the growth rate of terminal value would affect the overall valuation. f) New launches in the U.S. are forecasted to return 5% EBITDA to Sales in the first year. This is a conservative estimate and sensitivity analysis should be applied to see how the EBITDA margin of new launches would affect the overall valuation. g) Once launched, the new markets are assumed to reach organic EBITDA margins in the following year. h) The risk premium of both markets is set as 6.5% and sensitivity analysis should be applied to see how the risk premium would affect the overall valuation.
5. Valuation Method
It is accepted that CCF valuation is widely used for LBO. WACC is not applicable here because the calculation of WACC assumes constant D/E ratio. Based on the debt repayment schedule, it is unlikely that the firm will be able to maintain a constant ratio. CCF is ideal for this transaction because the debt repayment schedule is known in advance. CCF separates the calculation into two parts: unlevered cash flow using unlevered cost of equity and tax shield using the unlevered cost of equity. For our calculation, CCF is more suitable due to the known debt repayment schedule and the more conservative valuation. Coming up with an accurate valuation becomes more complex when dealing with different currency of cash flows from cross border assets.
Yell’s two business line, BT Yellow Pages and Yellow Book USA, operates and generates revenue from their respective countries; therefore, we must look each asset as a separate part. We could do a separate valuation on each asset based on the home country’s currency and financial projections. To determine a representative discount rate, we used betas and Debt/EV ratios of comparable listed companies in Exhibit 10 from each region. For example, for Yellow Book USA, we only used betas and Debt/EV of comparable American firms and not European firms and we assume the risk premium is 6.5%. We also had to take into account difference in risk-free rates by looking at country-specific yield on 30 years Treasury Bills when calculating the cost of equity for each asset.
Depending on the capital structure, each asset may have tax benefit from tax-deductible interest payments. The interest tax shield must be calculated using the local country’s corporate tax rate; therefore, each business line may have different cost of debt. At Yell, we used the U.K. tax rate of 30% because the acquired company is incorporated in the U.K. thus everything is consolidated in pound. When building a valuation model, we also consider the growth potential of each asset separately as well.
We take into account the firm’s local business strategy, competitors, and overall market potential to develop a representative perpetuity growth rate. Once we get the enterprise values for both assets, we can then use the spot rate to convert the enterprise values into pound for comparison. All these factors play a vital role when forecasting revenue growth / free cash flows, determining the discount rate and eventually calculating a fair enterprise value for the firm. Using our pro forma assumptions and CCF valuation, the total acquisition fee is £2.09 billion (shown in excel). The U.S. business is valued and converted to the pound to reach a total valuation. These values include the 5% in transaction fees.
6. Sensitivity Analysis
Sensitivity is done on five major variables. The first variable is the terminal growth rate of the U.K. business since BT Yellow Pages represents a huge part of the total valuation (see excel file for the sensitivity of growth rate on BT Yellow Pages valuation). If the terminal growth rate is 5%, the total acquisition price with fees is £2.28 billion, compared to the £2.09 billion with the base case of 3.47% growth rate. The second variable is the terminal growth rate of Yellow Book USA. This scenario analysis doesn’t affect the overall valuation much as the Yellow Book USA only accounts for a small fraction of the overall valuation.
For the third variable, the analysis performed is the change in regulatory imposition when keeping the terminal growth rate of UK business at 3.47%. Currently the base case is that revenue decreases by the inflation subtracting 6% annually. The results are shown in Sheet ‘Sensitivity Tables’. When there is no regulatory imposition applied and the price grows with inflation, the acquisition price with fees is 3.01 billion. If they can negotiate with the UK government to reduce the rate to 5%, instead of 6%, the acquisition price with fees is 2.30 billion. It is highly sensitive to the change in regulatory imposition.
This implies there is significant upside if the regulatory imposition is lower than 6%. For the fourth variable, we change the projections of Yellow Book USA’s EBITDA margin of new launches in order to create a range where revenue projections are uncertainty. But there is not much of a difference among those valuations. The last scenario analysis performed is the risk premium for both markets, at the very beginning we assumed a 6.5% risk premium, but we also want to get a range of the valuation as the numbers changes. The results are from 2.4 billion to 1.85 billion. Overall, we are confident that the bid would be somewhere between £1.85 billion to £2.3 billion.
7. Conclusion For this financial acquisition, we are more opportunistic and thereby looking for value creation based on the assets itself in order not to overvalue the target firm and thus overbidding for the company. In addition, we are looking to expand its presence on the European LBO market. We viewed Yell as a compelling investment opportunity, particularly in light of the company’s growth potential, low valuation and leverage capacity. This deal will leave its mark on the reputations of both PE firms.