Verisk Moves Into Energy, Chemicals and Mining Risk With Wood Mackenzie Purchase
NEW YORK (The Deal) -- Verisk Analytics (VRSK) - Get Report, a provider of data analytics to the insurance and health care industries, announced an agreement on Tuesday to acquire Scottish oil, gas and energy consultancy and data-analysis provider Wood Mackenzie for an enterprise value of £1.85 billion ($2.8 billion).
The deal expands the scope of Verisk's own business into profitable new areas, and provides an exit for Wood Mackenzie's private-equity backers Hellman & Friedman and Charterhouse Capital Partners.
Heilman & Friedman bought control of the business from Charterhouse Capital for an enterprise value of £1.1 billion in 2012, while the British seller, which bought the company from struggling U.K. peer Candover Partners for £540 million in 2009, retained a 13% stake. Hellman & Friedman is making an internal rate of return percentage "in the mid-30s" on its investment, according to an industry source.
The deal also calls a halt to alternative plans for an initial public offering, which Hellman & Friedman reportedly dangled in front of the market to encourage potential bidders to up their games. McGraw-Hill, which owns energy, metals, petrochemicals and agriculture information provider Platts, is said to have offered about £1.5 billion at an earlier stage in the process, but that was rejected as too low.
Hellman & Friedman managing director and deputy CEO Patrick Healy said in a statement that "together" with Wood Mackenzie his firm had made significant investments in technology and in new product development, although it was not clear whether those developments were made with additional money from the private-equity owner or financed by Wood Mackenzie alone. The industry source added that Wood Mackenzie had also increased its sales force under Hellman & Friedman's ownership.
Verisk, of Jersey City, N.J., plans to finance the deal with about $2 billion of debt and $800 million of equity. Its financial advisers on the deal, Bank of America Merrill Lynch and Morgan Stanley (MS) - Get Report, are joint lead arrangers on a $2.9 billion bridge financing.
Edinburgh, Scotland-based Wood Mackenzie's focus is on the provision of data analytics and commercial intelligence for the energy, chemicals, metals and mining industries. Verisk said the acquisition would put it at the center of the global energy market, in a place similar to its existing position in the property and casualty insurance industry, and closely related to its existing supply-chain and climate-risk initiatives. It would also fit with its international expansion strategy.
"The culture of Wood Mackenzie is well aligned with that of Verisk," said Verisk President and CEO Scott Stephenson in a statement.
He added the target had "opportunities in the global energy, chemicals , metals and mining verticals, a track record of consistent revenue growth and profitablility (and) distinctive and mission-critical solutions."
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Wood Mackenzie CEO Stephen Halliday will continue to lead business, ultimately reporting to Stephenson.
In 2014, Wood Mackenzie's revenue and Ebitda (earnings before interest, taxes, depreciation and amortization) were £227 million and £107 million, respectively, representing an Ebitda margin of 47.1%.
Nasdaq-listed Verisk said the transaction is expected to add 8 cents to 10 cents to adjusted earnings per share in the second half of 2015, based on a closing date of June 30. Assuming a full year of Wood Mackenzie results, the transaction would be expected to add 16 cents to 20 cents to earnings in 2015.
The transaction is expected to close during the second quarter, subject to the completion of customary closing conditions, including receipt of regulatory approvals.
Davis Polk & Wardwell is acting as legal adviser to Verisk Analytics. Deutsche Bank (DB) - Get Report and Lazard acted as financial advisers to Wood Mackenzie.
As well as Healy, Hellman & Friedman's team included Blake Kleinman, Zita Saurel, Stuart Banks and Guillaume VanMoerbeke. Freshfields Bruckhaus Deringer advised the selling private-equity funds. Dickson Minto acted as legal adviser to the Wood Mackenzie management team.
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