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Onex tops strategics in Nielsen auction

by Lou Whiteman and Richard Morgan | Published May 7, 2013 at 9:35 AM

Television ratings provider Nielsen Holdings NV said Monday it has a deal in place to sell its expositions business to Canadian private equity firm Onex Corp. for $950 million, boosting its cash balance ahead of its planned acquisition of radio rater Arbitron Inc.

The deal is noteworthy in that a financial sponsor saw fit to pay more for San Juan Capistrano, Calif.-based Nielsen Expositions than such strategics as Advanstar Communications Inc., George Little Management LLC or Penton Media Inc., any one of which stood to reap considerable synergies by combining with the target. However, when asked about the two-month-long auction during a conference call about the sale, Nielsen CFO Brian J. West limited his remarks to calling it "a competitive, robust process."

The multiple of 9.8 times lagging Ebitda fetched by Nielsen Expositions also warrants attention, as it bears testimony to how expositions have distanced themselves from trade publishing. The two have been paired, historically, with many in the industry participating in both segments.

"It's no longer seen as being on the same track as print media," John Wickersham, a partner at media investment bank Atwood Advisors LLC, said of the exposition business. "Fears have subsided that it can be disrupted to the same degree as B2B. Onex, as a private equity firm, obviously sees this."

Nielsen Expositions produces more than 65 business-to-business trade shows and conference events annually, generating 2012 Ebitda of $97 million on sales of $183 million. It also employs about 240 people in four offices in the U.S.

Onex, of Toronto, said that its $4.7 billion Onex Partners III would invest about $350 million in equity into the purchase, including about $85 million from Onex as a limited partner in the fund. The deal is expected to close in the current quarter.

Onex managing director Kosty Gilis said in a statement that the private equity firm sees opportunities to expand Nielsen Expositions' existing shows "as well as select acquisitions."

"Nielsen Expositions' strength in the U.S. business-to-business trade show industry is evidenced by its high renewal rates, long-standing exhibitor relationships, and the brand strength of the underlying shows," Gilis said.

Nielsen, which is based in Diemen, Netherlands, said it was selling the exhibition business in order to focus on expanding its core watch and buy segments.

"Divesting the expositions business allows us to focus on these core areas that provide our clients with a comprehensive understanding of consumers while providing more flexibility to return capital to our shareholders over time," West said in a statement.

The company in December announced plans to acquire Columbia, Md.-based Arbitron in a $1.26 billion deal that would extend its television ratings business to radio, though that deal faces an extensive review by the Federal Trade Commission, which has already issued a second request extending its review of the merger.

A Fried, Frank, Harris, Shriver & Jacobson LLP team of Christopher Ewan, David L. Shaw and Daniel J. Bursky advised Onex.

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Onex tops strategics in Nielsen auction

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