Posted On Barron's
April 30, 2008, 1:25 pm
United Online To Buy FTD Group; Ups Q1 Forecast
Posted by Eric Savitz
In one of the weirdest acquisition I’ve seen in a long time, United Online (UNTD) today announced it has reached a deal to buy FTD Group (FTD) for about $15.08 in cash, stock and debt.
What makes this is a weird deal? Let me count the ways.
For starters, United Online’s core business is being an ISP: the company operates the Juno Online and Net Zero dial-up access brands. The company also operates Classmates.com, a second-tier social networking site that not that long ago tried but failed to go public, as well as MyPoints, an online loyalty marketing operation. FTD, by contrast, sells flowers via the FTD and Interflora brands. The synergies are not entirely obvious.
And then there are the convoluted deal terms. United Online will pay FTD holders $7.34 a share in cash, plus 0.4087 of a share of UNTD, plus $3.31 of 13% senior secured notes due 2013 for each FTD share. United says the package of securities and cash is worth $15.08 based on the April 29 closing price of UNTD shares of $10.83. In total, holders will get $456 million, including $222 million in cash, 12.35 million shares and $100 million in notes. United says the total acquisition price is $800 million; the difference consists of the repayment of FTD indebtedness and expenses incurred in the transaction. Current FTD holders will end up with a 15% stake in United once the deal closes.
Oh, and holders will have the option of taking $10.15 in cash and 0.4087 of a share of UNTD, and skipping the note, although the total value per share then drops to $14.58.
Ya still with me?
To fund the deal, United has enlisted Wells Fargo, which is committing $375 million in term loans to FTD, and a $75 million revolving credit facility for working capital requirements of FTD. Existing 7.75% FTD senior notes will be retired. The company said that affiliates of Leonard Green & Partners, which owns 31.7% of FTD, have agree to vote in favor of the deal.
After the deal, United will cut its dividend to 10 cents a share from 20 cents.
Meanwhile, United today said it now sees Q1 revenue of $121 million to $121.8 million, ahead of its previous forecast of $116 million to $120 million, with adjusted OIBDA of $38.1 million to $38.7 million, up from $30 million to $34 million. The company sees adjusted EPS of 30-31 cents, above the Street consensus of 24 cents.
And finally, FTD Group today said it expects to report revenue for its fiscal third quarter ended March 31 of $192 million, with profits of 31 cents a share. The Street had expected $192.8 million and 38 cents. The company said the company’s latest quarter profits were reduced by 7 cents due to “abandoned opportunities in light of the pending acquisition” of the company and advisory costs related to a sales tax audit. FTD said it still sees full year revenue of $645 million; its EPS guidance for the full year is trimmed to $1.31, from $1.35. FTD will report full results on Tuesday.
UNTD shares today are down 35 cents, or 3.2%, to $10.48. FTD Group is up 19 cents, or 1.4%, to $13.69.
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