Tuesday, May 7, 2024

Paper Manufacturers Shift Grades – April 2024 M&A Activity


In a classic bidding war that played out in the public markets, International Paper announced that it had prevailed over Mondi in the competition to land DS Smith. It was an about-face for the London-based DS Smith company. The Mondi and DS Smith boards were confident they had arrived at a final price and structure. In early March, they jointly announced an agreement for Mondi to acquire DS Smith in an all-share offer.

Less than three weeks after the deal with Mondi was announced, US-based International Paper came roaring out of the sidelines and pushed Mondi out of the way with a stock-exchange offer for DS Smith valued at $7.2 billion. This deal is just one of many over the past several years as the paper industry sorts itself out, reduces its reliance on printing papers, and shifts to packaging grades. (For more, see: The Target Report: Paper Industry in Transition – May 2022.)

DS Smith – A Path to Corrugated

DS Smith is a London-based packaging company focused on manufacturing corrugated cartons. Founded in 1940 by David Solomon Smith and his cousin, the company originally started as a manufacturer of folding cartons. In what was a propitious decision at the time, the company specialized in the production of cigarette cartons for the British-American and Imperial Tobacco companies. As war raged in the skies over London and across the channel in Europe, as evidenced by pictures of British pilots and American GIs from the time, packaged cigarettes were in high demand and ample supply.

In addition to cigarettes, the company focused primarily on manufacturing lithographed cartons for consumer brands such as Creamola and Helena Rubenstein. The company bumped along for several decades, with annual revenue in the early 1980s still stuck under $10 million. In 1983 the company was acquired in a leveraged buyout by a financial manager. He followed up on the purchase shortly thereafter with the acquisition of a maker of boxes for ladies’ shoes. In 1985 the company acquired Abbey Corrugated, a transformational deal that paved the way for DS Smith’s eventual concentration on the corrugated box business. In a sequence of transactions that reads like a who’s who of paper brand names for those of us in the business back then, the company acquired the UK division of US-based St. Regis Paper Company and set up a partnership to make heavy-duty corrugated cases with Weyerhaeuser. Other acquisitions expanded the company’s operations into France, Poland, Italy, Belgium, Spain, Israel, the Dominican Republic, down under in Australia and New Zealand, and to the US. Along the way, the company acquired its first paper mill, a foundation for the eventual vertical integration in what is now a completely circular production pathway from recycled waste material to new boxes.

Through a steady stream of acquisitions and divestitures, DS Smith evolved to its current state as a leading supplier of fiber-based products utilizing recycled and sustainably sourced fiber. The company has 12 paper mills across Europe and 2 in North America, that collectively produce approximately 4 million tons of corrugated case materials and specialized paper products. Operating in more than 30 countries, DS Smith employs over 30,000 people. Almost all of the company’s products now end up in packaging applications. Revenue for the most recent fiscal year reached $10.3 billion.

International Paper – American Industrialist

Unlike the entrepreneurial spirit that drove the establishment of DS Smith in 1940‑wartime England, International Paper was established in 1898, in the heyday of the US trusts that sought to consolidate industries such as railroads, sugar, and steel. Papermaking was not immune to the pressures to merge, and, under the guidance of William Augustus Russell, International Paper was formed by bringing together 17 pulp and paper mills that collectively held the rights to 1.7 million acres of timberland in the Northeastern US states and Canada.

Russell’s father was in the papermaking business in Exeter, New Hampshire, and in 1848 at the age of 17, the younger Russell worked in the business. At the age of 20, he founded the Russell Paper Company in partnership with his father. He went on to expand his business interests as far away as Minnesota in the pulp, paper, lumber, and power businesses. He served three terms in the US House of Representatives, where he promoted tax laws and tariffs favorable to American industry. In 1890, Russell was president of the American Paper and Pulp Association, a trade association that lobbied for favorable government regulations and promoted the paper industry. As the consolidation of industries reformed the American industrial landscape, Russell joined another industrialist, Hugh Chisholm, to establish the International Paper Company.

Hugh Chisholm might well be the most eligible person to be the ideal lead character in a Horatio Alger novel, the 19th- century stories about impoverished boys who rose to good fortune and comfort through hard work and good deeds. One of ten children whose father died when he was thirteen, Chisholm left school and sold newspapers at the local train station. He became friends with Thomas Edison, who also sold newspapers on the railroad. Chisholm eventually bought out his employer and soon had over two hundred newsboys hawking newspapers, magazines, and books to rail and steamboat passengers. That led to the establishment, with his brother, of the Chisholm Brothers Publishing company in Portland, Maine. Travel guides were next and with the adoption of lithographed halftone printing, the production of picture postcards. Printing led Chisholm to an interest in papermaking, and along with other capitalists of the time, he started several paper companies in Maine.

When Russell died unexpectedly, Chisholm took over the presidency of the fledging International Paper Company, which he managed for eight more years. During that time, the consolidated paper mills under his guidance produced 60 percent of all newsprint sold in the United States and International Paper was the largest paper company in the world. Not one to rest on his laurels, Chisholm also founded an iron foundry, and a power company, initiated the first forest management program for International Paper, and began construction of Strathglass Park, one of the first planned communities for mill workers, in Rumford, Maine.

International Paper – Focused on Packaging Grades

In 1931, amid the Great Depression and under pressure to create new products due to the drop in demand for its newsprint and printing paper grades (sound familiar?), International Paper began the production of linerboard for packaging on a papermaking machine, which produced inexpensive, high-quality grades for use in corrugated boxes. The company followed this up with the production in 1939 of bleached kraft grades for folding cartons, including the unique application of paperboard to make paper-based milk cartons.

International Paper diversified over the past seven decades, which included the purchase and eventual sale of companies that produced plastics, chemicals, and a paper distributor, among other sidelines. After clearing its portfolio of those diverse products and services, International Paper appears poised to refocus its efforts on the corrugated packaging grades it pioneered during the 1930s. However, that direction was not abundantly clear from its actions, that is until International Paper made the move for DS Smith. In fact, the company seemed headed in the other direction, reducing its portfolio of products, including the sale of several packaging-related divisions.

In 2017, International Paper shed a major packaging business unit in a transaction that transferred its consumer products folding carton business to Atlanta-based Graphic Packaging. The deal included a papermill in Domino, Texas, which produces coated paperboard used in the production of printed folding cartons. This followed an earlier sale of three US-based paperboard converting facilities to Atlantic Corporation.

In March 2020, the company entered into an agreement to divest its corrugated business in Brazil. The selloff included three containerboard mills and four box plants. The company cited its inability to operate the Brazilian plants profitably.

In December 2020, International Paper made public its plans to spin off its printing papers business, primarily the uncoated grades, including the well-known brands Accent, Hammermill, Williamsburg, and papers for HP. The new company, under the new name Sylvamo, was spun off in October 2021 and cleaved off approximately $4 billion of revenue and 6,500 employees. With the divestiture, the chairman of International Paper proclaimed that “International Paper is now a highly-advantaged, corrugated packaging-focused company.” In the midst of endless corporate gobbledygook mission statements, a strategic proclamation does not get much clearer than that.

Despite the well-crafted assertion that it was committed to the corrugated packaging market, shortly thereafter, in January 2021, the company announced the sale of its corrugated packaging facilities in Turkey to Mondi, its archrival in the bidding contest to acquire DS Smith.

As recently as October 2023, the company announced the permanent closure of the containerboard mill in Orange, Texas, with the cessation of production on two of its pulp machines, one in Riegelwood, North Carolina, and one in Pensacola, Florida. The closure of the Texas mill reduced the company’s annual containerboard capacity by 800,000 tons. Nonetheless, the company retained its core capability and strength in containerboard production and was poised to pounce when the right opportunity arose.

When Ireland-based Smurfit Kappa announced the purchase of US-based WestRock in September 2023, International Paper was suddenly faced with losing its position as the number one producer in the world of fiber-based packaging. When that deal is completed later this year, the Smurfit-WestRock company will be the world's biggest paper and packaging company, with approximately 100,000 employees, 500 converting operations, 67 mills, and an annual production capacity of 23 million tons of fiber-based board products.

Faced with losing the opportunity to retain its strategic leadership position in containerboard-based products, it is easy to see why International Paper did not want DS Smith to get away from it in the sale to Mondi. When faced with the larger offer from International Paper, Mondi announced that it would not be making a counteroffer. The bidding war was over, with the victory going to International Paper. Notably missing from this clash of giants is any focus on the printing grades of yore. It is all about packaging.
   
2024 April - Mergers and Acquisitions in the Printing, Packaging, Paper & Related Industries

Deal Party #1
(Surviving Entity)
Pre-Deal
Revenue
(US$Mil)


Party #1 Address


Deal Party #2
Pre-Deal
Revenue
(US$Mil)


Party #2 Address
Date
Deal
Public
Deal
Value
(US$Mil)

Deal Structure
(Intermediary)


Notes
Link
Minuteman Press - Flemington No Data Flemington, NJ Printech No Data Flemington, NJ 4/23/24 No Data Acquisition Printing & copying Link
ProMach
(Port co Leonard Green & Partners)
No Data Covington, KY Etiflex No Data Mexico City, Mexico 4/22/24 No Data Acquisition Label printing & tags Link
The Ampersand Group No Data Akron, OH Duncan Press No Data Canton, OH 4/22/24 No Data Acquisition Commercial printing Link
New Iberia Newsmedia
(Sub. Carpenter Media Group)
No Data Natchez, MS The Daily Iberian
(Prop. Wick Communications)
No Data Sierra Vista, AZ 4/18/24 No Data Acquisition
(Dirks, Van Essen)
Community newspapers Link
International Paper $18,510 Memphis, TN DS Smith $10,326 London, UK 4/16/24 $7,200 Acquisition Corrugated boxes Link
Amtech
(Port co. Peak Rock Capital)
No Data Fort Washington, PA Label Traxx No Data Milwaukee, WI 4/12/24 No Data Acquisition Packaging MIS software Link
International Sign Association No Data Alexandria, VA The Wrap Institute No Data Carrollton, TX 4/11/24 No Data Minority Interest Trade association Link
Minuteman Press -
Spokane Valley
No Data Spokane Valley, WA Berreth Thomas Printing No Data Spokane Valley, WA 4/11/24 No Data Acquisition Printing & copying Link
Archimedia No Data Danvers, MA AIR Graphics No Data North Quincy, MA 4/9/24 No Data Acquisition Reprographics Link
Max Solutions
(Port co. Jefferson Capital Partners)
No Data Bristol, PA LTi Printing No Data Sturgis, MI 4/8/24 No Data Acquisition Folding cartons & labels Link
West Fraser Timber Co $6,450 Vancouver, BC Cariboo Pulp and Paper
(JV w/ Mercer International)
No Data Quesnel, BC 4/2/24 No Data JV Dissolution Kraft pulp mill Link
JAL Equity No Data Sarasota, FL Printing.com
(Prop. Software Circle)
No Data Manchester, UK 4/2/24 $2.3 Acquisition Internet domain Link
Fortis Solutions Group
(Port co. Harvest Partners)
No Data Virginia Beach, VA Print Division
(Sub. MASA Corporation)
No Data Norfolk, VA 4/2/24 No Data Acquisition
(Boxwood Partners)
Label printing Link

   
2024 April - Bankruptcy Filings in the Printing, Packaging, Paper & Related Industries



Filing Party

Date
Case
Filed
Pre-Petition
Revenue
(US$Mil)



Case #



Filing Party Address



Circuit



Region & City



Judge



Attorney for Debtor



Notes
Chapter 11 Filings:
A.R.D. Marketing, Inc. 4/23/24 No Data 24-13156 La Verne, CA 9th Central CA
Los Angeles
Deborah J. Saltzman Samuel M. Boyamian Direct mail
Chapter 7 Filings:
Hippo Premium Packaging, Inc. 4/25/24 No Data 24-01448 San Diego, CA 9th Southern CA
San Diego
Christopher B. Latham Chris D. Kuhner Cannabis packaging design

 
2024 April - Non-Bankruptcy Closures in the Printing, Packaging, Paper & Related Industries



Closed Company / Facility

Date of Closure
Pre-Closure
Revenue
(US$Mil)



Closing Address
Related Party Related Party
Address
Date Closure Public


Notes

Press
Releases
No Plant Closures Found this Month --- --- --- --- --- --- --- ---

Sunday, April 7, 2024

Half a Loaf is Better than None – March 2024 M&A Activity


Chatham Asset Management, the owner of R.R. Donnelley (“RRD”), the country’s largest printing company, tried and failed last year to acquire the entirety of Vericast. Not to be denied, however, Chatham has now settled on a partial acquisition of its target. With the tenacity that has characterized Chatham Asset Management in their pursuit of acquisition targets, Chatham persevered and has now successfully bit off a major chunk of Vericast which includes the legacy print and marketing business formerly known as Valassis. Chatham’s latest offer was under the RRD umbrella, the company they wrestled Atlas Holding to the mat to acquire. (For more, see The Target Report: Slugfest Breaks Out Over RR Donnelley – November 2021.)

In the Spring of 2023, Chatham submitted an offer to buy all of Vericast for $2.85 billion, reportedly an amount equal to Vericast’s debt at the time. It was a classic loan-to-own strategy: Chatham owned nearly half of Vericast’s debt, with first and second-lien positions in much of that debt.

The owner of Vericast, Ronald Perelman’s holding company MacAndrews & Forbes, turned down Chatham’s offer last year, despite Vericast’s precarious position with several tranches of high-interest loans due over the next four years, some of which were trading at 70 cents on the dollar. Perelman, one of the most famous buyout kings, known for his long history of acrimonious dealmaking (Revlon, Gillette, Sunbeam, Barkin, and many more) entered the printing industry in 2011 with the take-private acquisition of check printing company Harland Clarke and related entities. Harland Clarke subsequently acquired the retail insert company Valassis in 2013. In an attempt to shed its historical print-centric brand names, the company was rebranded in 2020 as Vericast.

Printing, Anyone?

RRD announced the acquisition of the “Vericast Digital Marketing & Technology business” with a long list of the services that will be offered: “display advertising, contextual targeting, connected TV, dynamic mobile, digital out of home, social media marketing, email marketing, local search, and zero-party data capture.”

In the segment of our business here at GAA in which we assist owners of commercial printing companies to buy, sell, and merge, we do find that there is convergence between the print marketing channel and digital marketing channels, so most of these services were certainly familiar as I attempted to figure out exactly what did RRD buy here? Admittedly, I had to look up what contextual targeting was (nothing fancy about this really, just putting ads on webpages where it makes sense, such as advertising for hammers if you are buying nails). I discovered that “connected TV” means you have a smart TV, or as in my case, a Roku box hooked up to an older large screen set. Display advertising, social media marketing, email marketing, and the others required no additional research.

Zero-party data capture was also a mystery, as I could not guess what or who is a “zero-party.” With a little bit of research, I now know that zero-party data is simply information that a consumer knowingly chooses to share with the advertiser through surveys, permission click-boxes, mobile apps, loyalty programs, and similar opt-in choices. Zero-party data is differentiated from first-party data (information from cookies that track your online activity), second-party data (your cookie-data has been sold to someone else), and third-party data (information that is aggregated and then sold in bulk by list companies).

Oh, and by the way, the RRD announcement briefly mentioned that the transaction also includes “Vericast’s print marketing business, including shared mail and free-standing inserts, as well as the digital and print coupon clearing business.” In other words, RRD has now acquired the Valassis business.

The King of Coupons

George Valassis emigrated from his native country of Greece at an early age. Born in 1929, he grew up in the time when radio and television were in the ascendency. Starting in the advertising business, he eventually was, however, drawn to the printing business, establishing Valassis Communications in 1970 as a small printing business based in Michigan. In short time, he shifted his focus to the growing coupon and direct marketing business.

Along the way, Valassis was acquired by Consolidated Press Holding (“CPH”), an Australian company. The company went public in 1992 and CPH divested its remaining shares in 1997. Valassis went on to acquire other familiar names in the direct marketing and coupon business, including Advo and Clipper Magazine, among others. Valassis also purchased coupon processing and clearing house NCH Marketing in 2003, effectively closing the coupon advertising loop with its advertisers, from delivery of printed flyers to reimbursement of redeemed coupons.

That little printing business eventually grew into the company that served 15,000 advertisers in the United States, Europe, Mexico, and Canada. Employees in 28 states and nine countries, supported by several geographically diverse printing plants, served up highly localized advertising. The presses churned out millions of freestanding inserts and coupon mailers, and consumed 170,000 tons of paper a year, with an annual capacity of 92 billion pages. When the Perelman-owned company came calling in 2013, the price tag was a mouthwatering $1.8 billion.

The Valassis freestanding insert and coupon business was a pioneer of managing information to provide highly localized printed pieces. Whether delivered in a newspaper or via the postal service, as is now more common due to the decline of local newspapers, those advertising circulars are customized to include advertising from grocery and other stores that are within reasonable distance of the recipients’ homes. Not quite personalized on a 1‑to‑1 basis, but revolutionary in its day.

As might be expected of a pioneering marketing company, Valassis was an early adopter of internet-based coupons. At the dawn of the internet age, in 1999, the company launched Save.com, an internet coupon website. However, the site was unable to gain sufficient critical mass to attract enough advertising and was shuttered in 2001. You might recognize the Save name, as it was recently resurrected for the printed advertising circular, replacing the RedPlum title that previously graced the cover sheet.

With the recent proliferation of mobile-based couponing that can be scanned or e-coupons that are checked off on a mobile-digital shopping list, consumers are no longer required to cut out coupons or print online coupons onto paper for redemption at the point of sale. No wonder that RRD was much more vociferous about the digital components of the business they purchased and downplayed the core print-based assets.

What is left of Vericast?

Vericast did not entirely abandon the printing business with the sale of Valassis. Vericast is retaining its original core business, the Harland Clarke check printing business, as well as a financial solutions business. With the sale of the Valassis business, Harland Clarke sheds $1.2 billion of debt, greatly reducing its anticipated leverage and improving its expected cash flow.

The check printing business benefits from recurring long-term sticky customer relationships with financial institutions which outsource the check servicing business to Harland Clarke. Although the check printing business is clearly shrinking, the company believes that it can manage the long slow decline with cost savings, combined with price increases.

In an analysis that may seem counterintuitive about the check printing business, which everyone knows is in decline, the S&P Global Ratings company has upgraded its rating on Vericast’s debt. S&P forecasts that Vericast’s leverage will improve to a moderately-leveraged 5.0x by the end of 2024, which is down from its highly-leveraged mid-7x range before the transaction with RRD. S&P also forecasts that Vericast’s EBITDA margins will improve to 35% in 2024, much better than the company’s EBITDA margin of 19% in 2023 before the sale of the Valassis business.

   
2024 March - Mergers and Acquisitions in the Printing, Packaging, Paper & Related Industries

Deal Party #1
(Surviving Entity)
Pre-Deal
Revenue
(US$Mil)


Party #1 Address


Deal Party #2
Pre-Deal
Revenue
(US$Mil)


Party #2 Address
Date
Deal
Public
Deal
Value
(US$Mil)

Deal Structure
(Intermediary)


Notes
Link
Carpenter Media Group w/
Canso Investment Counsel
No Data Natchez, MS Black Press Media No Data Surrey, BC 3/25/24 No Data CCAA Acquisition
(Dirks, Van Essen)
Community newspapers Link
Resource Label Group
(Port co. Ares Management)
No Data Franklin, TN Labelcraft No Data Pickering, ON 3/21/24 No Data Acquisition Label printing Link
Label Source No Data Norcross, GA  Allied Label Printing Systems No Data Flowery Branch, GA 3/21/24 No Data Acquisition Label printing Link
Marketing.com
(Port co. JAL Equity)
No Data Eureka, MO Smith-Edwards-Dunlap No Data Philadelphia, PA 3/20/24 No Data Acquisition
(New Direction)
Commercial printing Link
ProAmpac
(Port co. Pritzker Partners)
No Data Cincinnati, OH UP Paper No Data Manistique, MI 3/19/24 No Data Acquisition Recycled kraft paper mill Link
Sun Print Solutions No Data Salt Lake City, UT Plumb Marketing No Data Englewood, CO 3/18/24 No Data Acquisition
(Graphic Arts Advisors)
Direct mail & marketing Link
R.R. Donnelley
(Port co. Chatham Asset Management)
$11,520 Chicago, IL Digital & Print Businesses
(Div. Vericast)
No Data San Antonio, TX 3/18/24 No Data Acquisition Retail mailers & inserts Link
Minuteman Press, White Plains
(New franchisee)
No Data Caldwell, ID Printcraft No Data Caldwell, ID 3/14/24 No Data Acquisition Printing & copying Link
WP Strategic Holdings No Data Albany, NY Crane Stationery
(Div. Mohawk Paper)
No Data Cohoes, NY 3/14/24 No Data Acquisition Stationery printing Link
ProAmpac
(Port co. Pritzker Partners)
No Data Cincinnati, OH Gelpac
(Port co. Namakor Holdings)
No Data Marieville, QC 3/13/24 No Data Acquisition Bags & flexible packaging Link
Wise No Data Alpharetta, GA Mini Data Forms No Data Charlotte, NC 3/13/24 No Data Acquisition Business forms printing Link
Advertek No Data Vaughan, ON Custom Colour Imaging No Data Toronto, ON 3/12/24 No Data Acquisition Photobooks & prints Link
CJ Graphics $25.0 Mississauga, ON  Large Format Printing Operations
(Div. Media Resources)
No Data Oakville, ON 3/8/24 No Data Acquisition Wide format printing Link
KDI Office Technology No Data Aston, PA Kelly and Partners No Data Philadelphia, PA 3/7/24 No Data Acquisition Printing & copying Link
Uworld No Data Coppell, TX Aspen Publishing
(Port co. Transom Capital Group)
No Data Burlington, MA 3/6/24 No Data Acquisition Educational publishing Link
Rupt Ventures No Data Austin, TX Sweeter Cards No Data St. Louis, MO 3/6/24 No Data Investment Greeting cards Link
Minuteman Press, White Plains
(New franchisee)
No Data Quincy, MA Ink Spot No Data Quincy, MA 3/5/24 No Data Acquisition Printing & copying Link

   
2024 March - Bankruptcy Filings in the Printing, Packaging, Paper & Related Industries



Filing Party

Date
Case
Filed
Pre-Petition
Revenue
(US$Mil)



Case #



Filing Party Address



Circuit



Region & City



Judge



Attorney for Debtor



Notes
Chapter 11 Filings:
The Regal Press, Inc. 3/13/24 No Data 24-10485 Norwood, MA 1st Massachusetts
Worcester
Christopher J. Panos D. Ethan Jeffery Commercial printing
Chapter 7 Filings:
No Chapter 7 Filings Found this Month --- --- --- --- --- --- --- --- ---
Canada Insolvency Filings:
SaltWire Network Inc 3/13/24 No Data --- Halifax, NS --- Halifax
Nova Scotia
John Keithu Maurice Chiasson Newspaper publishing (26+ titles)

   
2024 March - Non-Bankruptcy Closures in the Printing, Packaging, Paper & Related Industries



Closed Company / Facility

Date of Closure
Pre-Closure
Revenue
(US$Mil)



Closing Address
Related Party Related Party
Address
Date Closure Public


Notes

Press
Releases
Gannett - Printing facility 6/23/24 No Data Cherry Hill, NJ Gannett McLean, VA 3/22/24 Consolidating print to other plants Link
Democrat Printing Apr-24 No Data Little Rock, AR None N/A Mar-24 Publication & catalog printing Link
Metrographics
(Fiduciary Agent: Graphic Arts Advisors)
3/20/24 No Data Charlotte, NC None N/A Mar-24 Commercial printing Link