Deal Mechanic: CloserStill

When exhibition organiser CloserStill came to the attention of the Phoenix Equity Partners deal team in 2011 it was growing at a ferocious pace. Founded in 2009 by a team led by CEO Andy Center and chairman Phil Soar, the business had grown from nothing to generating turnovers of around £10 million.

“It was very clear that CloserStill was an excellent business with a great team that we wanted to invest in,” says Kevin Keck, a partner at Phoenix. “They’d done a lot very well, but there was still a lot to do in terms of growing the business from that starting point.”

Phoenix had already identified exhibitions and events as an attractive sector.

“It’s a growing sector, it’s international, and importantly within that it’s very fragmented,” Keck says. “There’s no individual business that has a dominant share. The biggest company in the sector is less than 5 percent of the global market.”

CloserStill specialises in events for the healthcare and technology markets, including operating the largest show for vets in the UK, the London Vet Show, and the Dentistry Show, a prominent event for dentists. The company’s model is to focus on providing high-quality content, such as lectures that count toward continuing professional development (CPD) credits for delegates, for little or no cost.

“[CloserStill] used that to attract atten-dees, and then used that large and high-quality pool of attendees to then attract exhibitors and generate revenue through selling space and sponsorship to exhibitors,” says Harry Hewlett, an investment manager at Phoenix.

Convinced of the company’s growth prospects, Phoenix acquired just under a 50 percent stake in 2012 in a transaction valuing CloserStill at around £25 million (€30.7 million; $40.6 million). Just three years later the firm sold its stake to Inflexion’s Partnership Capital Fund I in a deal valuing the business at more than £100 million.

1 THE RIGHT FOUNDATION
Phoenix chose to structure the original transaction without external debt, instead using a portion of its equity investment as though it were debt to give maximum flexibility to grow the business.

CloserStill itself also had a broad equity incentive programme, with all company employees holding shares in the business.

“That obviously grew over time as more people came into the business, and in the end we had over 100 people in total who had equity in the company,” Keck says. “That was an important piece of the ethos and the model of the company.”

2 ON A ROLL
Post-acquisition, CloserStill continued its rapid organic growth, with revenues of all its existing shows growing by more than 20 percent per annum. The next step was to launch new shows. This involved deep market research of potential new sub-sectors within healthcare and technology, examining delegate and exhibitor numbers and the competitiveness of the space.

“Having had strength in healthcare and technology already, we said, ‘In addition to the areas we’re already in, what are the other interesting areas that might be good for an event?’” Keck says. “As an example, we found the occupational therapy market to be a particularly interesting one and we decided to launch a show there.”

During Phoenix’s investment CloserStill launched 10 new shows within healthcare and technology, both in the UK and internationally.

“If you get them right, the economics of them are really attractive. There’s some cost in launching new events, which is why we wanted the deal flexibility upfront, but it’s relatively limited. There’s little or no capex,” Keck says. “There’s the potential that in the first year of operating the show you might lose a little bit of money from an operating income point of view, but over a few-year period, if you are in the right markets, these shows can be significantly profitable.”

3 STRATEGIC ADD-ONS
Over the course of Phoenix’s investment period, CloserStill acquired six individual shows for an average of less than 5x EBITDA, both in the UK and internationally, building on the sectors in which it already operated.

“For example the company had a big show for pharmacists in the UK, The Pharmacy Show, and we acquired an equivalent show in Paris, Pharmagora, that gave us a leap into a new market,” Keck says.

Among its other acquisitions was Data Centre World, a UK show which subsequently expanded to Frankfurt.

4 OVERSEAS EXPANSION
The strategy Phoenix developed with the CloserStill management team was first to build the sectors the company was involved in, and then build the international potential of each of those shows.

By the time Phoenix sold CloserStill, the business was operating six international shows, two each in France, Germany and Singapore. All European events were run from London, while the company opened a satellite office in Singapore in 2013 to run its shows there.

“It was in part to grow the existing business, which in and of itself obviously was valuable, but it was at least as important in that it demonstrated to potential bidders that the shows that CloserStill has could be taken into other geographies, both where we’ve done it already but also at least as importantly that there was an ability to move them into other geographies as well,” Keck says.

On exit CloserStill was generating 20 percent of its overall turnover overseas.

“When you have a core UK business that itself was growing quite quickly, that was a significant achievement,” Keck says.

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Three years down the line, Phoenix and CloserStill had achieved everything they had set out to achieve within the business plan a year ahead of schedule. Combined with a significant amount of inbound interest from potential buyers, Phoenix decided it was a good time to sell. The firm launched a full process, led by DC Advisory.

The sale to Inflexion in March 2015 was the first exit from the £450 million Phoenix Equity Partners 2010, and delivered an internal rate of return of 60 percent and a return of more than 3.5x to investors.

“It’s a template in some ways of what we like to do, to find a business in a sub-sector niche that we really want to invest within, to do that proactively, and then to really help the business to grow in all the ways we look to – organically, through the roll-out of new shows, through bolt-on acquisitions and also internationally.”

BY THE NUMBERS
20%

Percentage of revenues generated internationally on exit

60%
IRR

>3.5x
Return on invested capital

<£3m
EBITDA on entry

>£10m
EBITDA on exit

£10m
Revenues on entry

£30m
Revenues on exit

10
New shows launched

6
Bolt-on acquisitions