Title: ACQUISITION OF TRANSWESTERN
1- ACQUISITION OF TRANSWESTERN
17 May 2005
2Disclaimer
- During this presentation we will be discussing
Yells business outlook and making certain
forward-looking statements. Any statements that
are not historical facts are subject to a number
of risks and uncertainties, and actual results
may differ materially. - We urge you to read the Risk Factors and
cautionary language in the annual report on Form
20-F of our subsidiary, Yell Finance BV, that was
filed with the SEC on 8 June 2004. We also draw
your attention to our press release which is
posted on our web site, for more information on
the risks and uncertainties. - Our annual report for the year ended 31 March
2005 will be posted to shareholders and on our
web site in June 2005, and at the same time the
annual report on form 20-F of our subsidiary,
Yell Finance BV, will be filed with the SEC.
3Agenda
STRATEGIC RATIONALE John Condron, CEO
FINANCIAL IMPACT John Davis, CFO
4JOHN CONDRONCEO
5Headlines
- Yellow Book will acquire 100 of TransWestern for
US1,575m (829m) in cash - Unique opportunity to expand our national US
footprint and strengthen Yells position in the
US - Highly complementary directory coverage
- Creates significant value through revenue growth
and cost synergies - Consideration fully financed from new debt
facilities of 2bn - Closing conditional on Hart-Scott-Rodino
notification and Yell shareholders approval
6Strategic Rationale
- Increases opportunities in fastest-growing
directories industry benefiting from
share-shift from incumbents to independents - Expands platform for further same market growth,
new launches and in-fill acquisitions - Complements Yellow Books footprint
particularly enhances position in California,
Texas and Florida - Creates significant value through operational
synergies and revenue growth - Strengthens Yellow Book national brand
7Overview of TransWestern
- 332 directories in 25 states, circulation 24.8m
plus - Northwest, West and Southwest operations
contribute 67 of group revenues (FYE Dec 04) - Long established average age of directories c17
years - Owned by Thomas H. Lee Partners(62) CIVC (13)
Management (10) Providence, CIBC, First Union
Capital Partners and ex-management investors (15)
85th Largest Directory Publisher in the US
Top 10 US directory publishers 2004 directory
revenues - USm
SBC1
VerizonInformation Services2
BellSouth
DexMedia
YellowBook/ TransWestern
RHDonnelley
YellowBook
TransWestern
Alltel3
Hearst /WhiteDirectory
CBDMedia
Notes 1 Post disposal of SBC Illinois and Indiana
directories to RH Donnelley, excl. ATT directory
assistance 2 Excludes proposed MCI
merger 3 Alltel directories revenues
only Source 2004 annual reports, Yell,
TransWestern
9Complementary Footprint
Yell
TransWestern
WIDEST NATIONAL COVERAGE 45 STATES
Source Yell, TransWestern
10Integration
- Yellow Book senior management to lead
- Strong track record
- 26 acquisitions since Yell acquired Yellow Book
- McLeod track record is indicative
- One management team from outset
- Reduced sales force churn from 68 to 40
- Rebranded
- Same market growth increased from 2 to 10 in
first full Yellow Book led sales cycle - 25m cost synergies on 57m EBITDA
11Creating Value
The outstanding opportunity in our industry
Expands US platform for future organic growth
Increases scale in fastest growing directory
industry
Enhances earnings growth potential
12JOHN DAVIS CFO
13Financial Impact
- TransWestern US GAAP FY Dec 04 revenue 358m
EBITDA 99m - Full synergies of 69m by third full year 36m
rising to 53m in intervening years - Investment in marketing support and additional
distribution of c.13m in FY 05/06, rising to
20m pa thereafter - Working capital investments in FY 05/06 and FY
06/07 averaging 35m pa - Earnings neutral in FY 05/06. Significantly
earnings enhancing in first full year FY 06/07 - Higher Group earnings growth from higher
proportion of faster growing US EBITDA - Return in excess of Yells cost of capital of 8.5
14The Enlarged Business
Combined revenue (Mar-05PF)
Revenue (pre acquisition) (Mar-05F)
52 UK
48 US
45 UK
55 US
EBITDA (pre acquisition) (Mar-05F)
Combined EBITDA (Mar-05PF)
60 UK
40 US
52 UK
48 US
15Financial Impact Enlarged US business
Based on 12 months contribution to 31 December
2004 for TransWestern Source Yell, TransWestern
16Cost Base Synergies
- Sales per rep Yellow Book 330,000 TransWestern
190,000 - Sales cost/revenue 39 to 30 (Yellow Book 29
currently)
17Funding
- 2bn underwritten bank facility
- Refinance existing bank facility (c860m)
- Finance the transaction (829m)
- Provide working capital / acquisition headroom
- New facilities fully underwritten by ABN Amro,
BNP Paribas, Citibank, HSBC and JP Morgan Chase - Net debt / EBITDA of approximately 4x by 31 March
2006
18Creating Value
The outstanding opportunity in our industry
Expands US platform for future organic growth
Increases scale in fastest growing directory
industry
Enhances earnings growth potential
19- Investor Relations Jill Sherratt 44 (0)118 950
6984 - www.yellgroup.com
- Yell, Queens Walk, Oxford Road, Reading,
Berkshire RG1 7PT - Trade mark of Yell Limited