The Deal: Standard Register Buys WorkflowOne for $218M

By Lou Whiteman

Document management company Standard Register ( SR) said Thursday, Aug. 1, it would acquire crosstown rival WorkflowOne in a deal valued at $218 million in equity and assumed debt.

Terms of the deal call for Standard Register to assume $210 million of long-term debt and issue warrants with an estimated value of $8 million for WorkflowOne, which like the buyer, is based in Dayton, Ohio. Standard said that post-deal it would have $1 billion in annual sales and more than 4,000 workers, while having a more complete portfolio of printing, document management and business workflow products.

Standard Register currently offers marketing communications products, printing and office management software for health care companies and other businesses.

"The acquisition of WorkflowOne increases our customer base and incremental growth opportunities," Standard Register CEO Joseph Morgan Jr. said in a statement. "It also provides new markets and capabilities in retail and promotional products and cross-selling opportunities. And, importantly, we are acquiring a significant pool of talented people with expertise in our industry and markets."

The deal is a substantial one for Standard Register, which had just $1 million in cash on its balance sheet as of March 31 and is valued by the market at $60 million. But investors on Thursday cheered the announcement, sending Standard Register's thinly-traded shares up 286%, or $8.56, at midday Thursday to $11.56. More than 4 million shares had traded hands by 1:30 p.m., compared to the company's average 3-month daily volume of 7,578 shares.

Standard Register said that in conjunction with the deal, it has completed an early renewal and expansion of its credit facility, entering into a five year, $125 million senior-secured asset-based facility arranged by Bank of America NA. The company has also engaged AlixPartners LLP to assist in integration planning.

Kevin Brunner, Chanan Glambosky, Ed Fitzgerald and Dustin Bertram of BofA Merrill Lynch and a Gibson, Dunn & Crutcher LLP team including partners Barbara Becker, Dennis Friedman, Aaron Adams and Benjamin Rippeon advised Standard Register. WorkflowOne was advised by Perella Weinberg Partners and Fried, Frank, Harris, Shriver & Jacobson LLP partners Christopher Ewan, David Shaw and F. William Reindel.

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