The Target Report: CJK Group Opens Next Chapter with Loan-to-Own Strategy
The news broke on March 25th that boutique book printing and manufacturing company Thomson-Shore had filed that day for protection under Chapter 11 of the US Bankruptcy Code. It quickly became apparent that this was not going to be a free-fall bankruptcy in which the company hobbles on for months or years, haggling with creditors to put together a plan to trim debt, reorganize the company and emerge from bankruptcy with a cleaned-up balance sheet. Instead, the game plan called for a quick sale of assets under the supervision of the Bankruptcy Court, the dismissal of all the employees followed by an immediate resumption of operations, albeit limited, under the management of a new owner.
In a well-coordinated sequence of filings in the Bankruptcy Court, Thomson-Shore revealed that a sale of essentially all of its assets was already well underway with a preferred buyer. In what's known as a "363 Sale" (based on the section of the U.S. Bankruptcy Code that permits the sale of assets free-and-clear of past claims and liens in a bankruptcy proceeding) Thomson-Shore has designated the CJK Group as its "stalking horse" bidder, the company it had selected to be in the preferred starting position in the 363 sale process. With a clear head start and advance planning, CJK is the company most likely to win the race to acquire Thomson-Shore's assets.
Book printing industry consolidator CJK Group had solidified its position in advance of the bankruptcy filing by lending $760,000 to Thomson-Shore on March 1st as a pre-petition secured loan. That loan likely extended the life of Thomson-Shore and afforded CJK the time needed to develop a solid plan to buy the company on its own terms. To further support the company as it works through the bankruptcy process, CJK also provided $500,000 of DIP financing to Thomson-Shore within days of the bankruptcy filing (DIP stands for Debtor-in-Possession; a DIP loan is a form of financing afforded administrative super priority over other claims in bankruptcy). As a secured lender and now also the DIP lender, CJK is in the position to include the face value of its secured loans as a "credit bid" included in the final price paid for the Thomson-Shore assets. In other words, CJK has already made a significant down payment towards its plan to purchase the Michigan book printer.
The only hiccup for CJK might be that a bidder emerges to top the $8.25 million price tag spelled out in the court filings and that a bidding war develops. The bidding procedures approved by the bankruptcy court require each bid to exceed the prior highest price in increments of $100K, which could quickly escalate the final price. In the event that CJK gets outbid, at least it will walk away with payment of its secured loans plus a $265K breakup fee that is in addition to the price paid for Thomson-Shore, small consolation for the risk taken and work invested, and a possible deterrent to other bidders.
With the deadline for competing bids set for the end of April, the Bankruptcy Court is scheduled to enter a final order of sale on May 1st. Let the race begin.
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Commercial Printing and Convergence of Diversified Services
Salem One, a diversified printing and graphics services company in Winston-Salem, North Carolina, acquired Postmark. The purchased company, described as a "full-service direct marketing company," clearly has its roots in the lettershop business, offering postal presorting, addressing, inserting and data hygiene services, with a smattering of upstream design and marketing services.
Envision3, a commercial printing company in the Chicagoland region with its roots firmly planted in offset printing, has continued to diversify with the acquisition of Direct Mail Solutions.* Envision3 offered mailing services before acquiring DMS, however, the acquisition provided the company with additional staff with extensive experience in mailing, as well as a customer base with a need for mailing services.
IBS Direct, a direct mail printer located in King of Prussia,** Pennsylvania, announced its merger with ClientLink, a mailing services and fulfillment provider also based in the suburbs of Philadelphia. The two companies are both recent acquisitions of Logan Marketing Group and are currently being rebranded under the moniker "Intellus."
These acquisitions, as well as other similar deals, reflect a growing industry trend toward firms providing a full roster of services rather than focusing on one or two capabilities. As more and more printers add mailing services and mailing service providers add digital printing capabilities, convergence is occurring. We expect this trend to continue.
Commercial Printing and Consolidation
Consolidation within the generalized commercial printing industry continued unabated. John Roberts Company, a diversified graphics services company in Minneapolis offering web and sheetfed printing, as well as mailing and fulfillment services, made a geographic leap with the acquisition of the assets of HM Graphics in Milwaukee. The buyer announced plans to keep the acquired facility operating, retaining many of the employees. With the acquisition, the John Roberts Company transitions to become a multi-plant player with the bonus addition of significant wide format printing expertise.
Two companies in the San Diego metro area came together as Golden State Graphics merged into Zuza, the commercial printing and mailing services company formerly known as CPS Printing. In addition to printing, Zuza offers mailing and marketing support services.
Publicly traded printing company Ennis, with a highly diverse product offering, sold exclusively through distributor channels, acquired Integrated Print & Graphics, based in South Elgin, Illinois.*** The acquired company shares corporate DNA with Ennis, as both companies were originally established as manufacturers of business forms sold through independent distributors.
- Graphic Arts Advisors, the publisher of The Target Report, served as exclusive advisors to Direct Mail Solutions in this transaction.
- Graphic Arts Advisors, the publisher of The Target Report, served as exclusive advisors to CL Graphics, one of the companies that were acquired by and is now part of Integrated Print & Graphics.
- Graphic Arts Advisors, the publisher of The Target Report, served as exclusive advisors to Maestro Media Print Solutions, one of the companies that were acquired by and is now part of IBS Direct.
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Mark Hahn is a managing director and founder of Graphic Arts Advisors, a boutique strategic financial advisory and consulting firm focused exclusively on the printing, packaging, mailing, marketing services, brand management, and related graphic communications industries. With more than 35 years of graphic communications experience in the areas of finance, operations, sales, M&A, and general management, Hahn has served as chief financial officer, chief operating officer and other senior positions with several commercial printing companies, as well as founding and eventually selling his own printing company.The firm assists company owners and management, as well as their lenders, investors and shareholders in the following areas: mergers and acquisitions, sale of business, strategic and financial advisory, capital structure and funding, financial analysis, interim and turnaround C-level management, business valuations and serving as consulting experts. Hahn is the author of The Target Report and is regularly published and quoted in printing industry trade and management journals. Mark Hahn can be reached at (973) 588-7399 or mark@graphicartsadvisors.com
