HRC CASE STUDY

RookMedia Acquisition of DomainSponsor

BUY-SIDE ADVISORY

Background

RookMedia (“Rook”), a Swiss-based company was seeking to acquire it’s largest competitor, DomainSponsor (“DS”), to create the leader in the domain name monetization space.

Objective

Rook was seeking support and guidance on how to best acquire DS from a valuation and structural perspective, as well as how and where to raise the capital from. Rook engaged Harbor Ridge Capital (“HRC”) to advise on the transaction and fundraising; Also important to note, HRC founder had previously completed a transaction in the same space, thus fully understanding the business and value drivers.

Transaction Process

After running financial analysis on what kind of capital was likely available from the debt markets for the acquisition, HRC firmed up the acquisition valuation and deal structure, which proved highly accretive to the acquirer. A term sheet was signed, and HRC began its fundraising process for what was expected to be a challenging process, given a Swiss company would be acquiring a US company, and we were seeking a US-based investor. Also, Rook was quite a bit smaller than DS, and in an internet marketing industry which is relatively volatile, not conducive to institutional investors. However, the combined businesses had tremendous expected revenue and profit synergies, creating a highly compelling acquisition story, and ideal financing opportunity, yet the positioning and material preparation was critical in the presentation. This included illustrating detail around the combination, and specifically, the near term expected cash flow, along with the Pro-forma cash flow from synergies, used by lenders. This detailed merger model contained many answers to the lender’s questions and essentially tied up the opportunity for their review.

Outcome

After a thorough outreach to a wide pool of target alternative lenders (unitranche and mezzanine), HRC identified a handful highly interested in the opportunity. A term sheet was signed with two different lenders, one senior and one junior. The acquisition closed where the acquirer expanded their business by 4x, and only took on minimal dilution creating significant shareholder value.