ABRY Partners exits VerticalScope with Torstar’s $200 mln investment

Torstar Corp (TSX: TS.B) has acquired a 56 percent interest in VerticalScope Inc, a digital media company with headquarters in Toronto. The total consideration paid by Torstar was $200 million based upon an enterprise value of $404 million. As part of the transaction, Torstar has acquired the minority stake held in VerticalScope by U.S. private equity firm ABRY Partners. ABRY invested in the company in 2011. VerticalScope owns and operates more than 600 consumer shopping portals and enthusiast forum websites serving the automotive, powersports, outdoor, home, technology, sports, and health vertical markets. Torstar owns the Toronto Star and other media outlets.


Torstar Acquires 56 Percent Interest in VerticalScope

July 29, 2015

Torstar Corporation (TSX: TS.B) today announced it has acquired a 56 percent interest in VerticalScope Holdings Inc. (“VerticalScope”), a digital media company that owns and operates more than 600 consumer enthusiast online forums and premium content sites across North America.

Founded in 1999, VerticalScope (www.VerticalScope.com) is a Toronto-based vertically focused digital media company whose sites attract more than 80 million unique visitors and generate more than 500 million page views a month. The company, which has more than 130 employees, serves the North American market through its network of user forums and premium content sites offering advertisers access to large audiences in popular verticals, including automotive, powersports, outdoors and health.

VerticalScope’s highly focused user forums and content sites provide advertisers with attractive platforms to reach engaged audiences through social media marketing across hundreds of vibrant special-interest communities. It has the largest multi-platform automotive audience in the United States as measured by comScore Media Metrix in June 2015, with more than 17 million unique visitors a month, with users visiting hundreds of specific auto make and model user forums, as well as the premium content site AutoGuide.com. Premium sites in other verticals include Motorcycle.com, ATV.com and PetGuide.com.

“VerticalScope is a Canadian success story, with a proven track record of growth and profitability over the past five years and is well-positioned to build on that record,” said David Holland, President and Chief Executive Officer of Torstar Corporation. “We are enthusiastic about this investment, which achieves our objective of allocating capital to a high-growth business opportunity. It is an important step forward in the transformation of Torstar, positioning the company for future growth. We are very pleased to partner with Rob Laidlaw, its talented founder and CEO, and Jesse Rasch, a founding investor, as the company pursues its next stage of growth.”

“We are excited to have Torstar onboard as a long-term partner,” said Rob Laidlaw, Founder and CEO of VerticalScope. “We believe that VerticalScope is still in the early innings of its growth trajectory, and look forward to continuing to execute on our acquisition and organic-growth strategies in the years to come.”

Holland added, “We are pleased to be investing alongside the continuing shareholders and a proven management team in a business that is benefitting from the shifts occurring in advertising spending, including the growth in advertising in areas such as social media, programmatic and mobile. The company’s commitment and expertise in the development of audience has been a critical element in the success it has enjoyed and its platform supports the daily interaction of millions of registered users.”

Torstar has acquired ABRY Partners’ minority interest in VerticalScope along with more than one third of the shares held by the continuing shareholders, with whom Torstar will share control. The aggregate consideration paid by Torstar was $200 million based upon an enterprise value of $404 million. In the balance of 2015, VerticalScope plans to pursue making a distribution to its shareholders, which if completed would reduce Torstar’s net investment to approximately $178 million. The acquisition multiple paid by Torstar is approximately 12 times VerticalScope’s trailing adjusted EBITDA and 10 times VerticalScope’s expected forward adjusted EBITDA. Torstar’s investment has been financed from its cash resources.

BMO Capital Markets was Torstar’s financial advisor and Osler, Hoskin & Harcourt LLP its legal advisor. RBC Capital Markets was VerticalScope’s financial advisor and Blake, Cassels & Graydon LLP its legal advisor.

About Torstar Corporation Torstar Corporation is a broadly based media company listed on the Toronto Stock Exchange (TS.B). Its businesses include the Star Media Group led by the Toronto Star, Canada’s largest daily newspaper, and Free Daily News Group Inc., which publishes the English-language Metro newspapers in several Canadian cities; Metroland Media Group, publisher of community and daily newspapers in Ontario; and also include digital properties including thestar.com, Workopolis, wagjag.com, toronto.com, save.ca, Olive Media and eyeReturn Marketing.

Torstar’s news releases are available on the Internet at www.torstar.com

About VerticalScope VerticalScope enables the world to share expertise and discover knowledge on subjects they love. Established in 1999, VerticalScope owns and operates more than 600+ consumer shopping portals and enthusiast forum Web sites serving the automotive, powersports, outdoor, home, technology, sports, and health vertical markets. VerticalScope’s online properties reach an average of 80 million highly qualified buyers and purchase decision makers each month. To learn more visit: www.VerticalScope.com.

Forward-looking statements: This press release includes forward-looking statements regarding Torstar’s investment in VerticalScope, including, among others, forward looking statements about management’s expectations about VerticalScope’s ability to build on its track record of growth and profitability and the expected benefits of the transaction, including the impact the transaction will have on Torstar’s future growth and digital position, Torstar’s objectives to allocate capital; the anticipated distribution of VerticalScope and the future growth of investments and Torstar’s asset base and future distributions by VerticalScope to its shareholders, including Torstar. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “plan”, “forecast”, “expect”, “estimate”, “intend”, “would”, “could”, “if”, “may” and similar expressions. All such statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and performance, and speak only as of the date of this release. In addition, forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management’s assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on the forward-looking statements in this press release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements.

These factors include, but are not limited to: VerticalScope’s ability to compete with other digital media and other forms of media; VerticalScope’s ability to attract, grow and retain its digital audience and profitably develop its digital platforms; VerticalScope’s ability to attract and retain advertisers; VerticalScope’s ability to attract and retain its audience; general economic conditions and customer prospects in the principal markets in which VerticalScope operates; VerticalScope’s ability to execute appropriate growth initiatives; unexpected costs or liabilities related to acquisitions and dispositions; privacy, anti-spam, communications, and other laws and regulations applicable generally to VerticalScope’s business; dependence on key personnel; intellectual property rights; foreign exchange fluctuations and foreign operations; income tax and other taxes; and uncertainties associated with critical accounting estimates.

Torstar cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect VerticalScope’s results.

In addition, a number of assumptions, including those assumptions specifically identified throughout this press release, were applied in making the forward-looking statements set forth in this press release. Some of the key assumptions include, without limitation, assumptions regarding availability of appropriate growth opportunities; the performance of the North American economies; tax laws; availability of financing on appropriate terms, including financing required to facilitate distributions to VerticalScope’s shareholders; exchange rates; market competition; expected future revenues; expected future liabilities; expected future cash flows and discount rates relating to valuation of goodwill and intangible assets; and successful development and launch of new products. There is a risk that some or all of these assumptions may prove to be incorrect.

When relying on our forward-looking statements to make decisions with respect to Torstar and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Torstar does not intend, and disclaims any obligation to, update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.

For more information, please see the discussion of risks affecting Torstar and its businesses in Torstar’s 2014 Management’s Discussion & Analysis which has been filed on www.sedar.com and is available on Torstar’s corporate website www.torstar.com. Torstar’s news releases are available on the Internet at www.torstar.com.

Non-IFRS measures:

The underlying Adjusted EBITDA referred to by management in connection with the multiple described above is based on financial information provided by VerticalScope and VerticalScope’s method of calculating Adjusted EBITDA and has been calculated as total revenue, less total operating costs, as presented on VerticalScope’s consolidated statement of income, and excludes amortization, depreciation, and interest expense. It also excludes gain on sale of acquired websites, loss on foreign exchange, non-recurring costs related to acquisitions including consulting, transition services and legal fees, stock option expense and non-recurring termination costs and recruiting fees. Adjusted EBITDA is not the actual cash provided by VerticalScope’s operating activities and is not a recognized measure of financial performance under IFRS. Adjusted EBITDA does not have any standardized meaning under IFRS and accordingly may not be comparable to measures used by other companies, including how Torstar presents its own Adjusted EBITDA.

All references in this press release are in Canadian dollars


For more information please contact:

Torstar Corporation:

Investor Inquiries: Lorenzo DeMarchi Executive Vice-President and Chief Financial Officer Torstar Corporation (416) 869-4776

Media Inquiries: Bob Hepburn Director, Community Relations and Communications Toronto Star 416-869-4947

SOURCE: Torstar Corporation

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