QMS Sport to acquire TLA and Stride

QMS Media Limited (ASX: QMS) (QMS or the Company) has today announced its wholly owned subsidiary company, QMS Sport Holdings Limited (QMS Sport), has entered into agreements to acquire a 100% interest in the TLA Worldwide (Aust) Pty Ltd and TLA – ESP Limited (UK) (together, TLA) and, in turn, Stride Sports Management Holdings Pty Ltd (Stride) businesses.

QMS Media Group CEO and Managing Director, Barclay Nettlefold said “These acquisitions provide QMS Sport with an enhanced service offering that together creates a unique vertically integrated sports advertising platform; leveraging the strength of their respective strategic relationships with both domestic and international clubs, agencies and rights holders to broaden client service offerings and grow collective revenue streams.”

Transaction overview

• QMS Sport will invest A$32.7 million to acquire 100% of both TLA and Stride.
• On a 12-month pro-forma basis, the acquisitions are expected to contribute CY2019 EBITDA of ~ A$6.0 million pre-synergies.
• Synergies of between $1-2 million per annum are expected to be realised by the end of CY2020.
• TLA and Stride acquisitions are expected to be EPS accretive in CY2019 at an EV/EBITDA multiple of 5.3x.
• TLA and Stride are leading talent representation and sports marketing groups with a diverse client base of sporting talent across AFL, Cricket, Netball, Olympic sports and media talent throughout Australia and the UK.
• Sports marketing competencies include PR, client activation, content creation, social media consultancy, graphic design, and sports consultancy.
• Dedicated sports merchandise business specialises in membership fulfillment for many of Australia’s leading sporting franchises, including a dedicated grass roots sports apparel business in partnership with global sports brand PUMA, an event merchandise business as well as a wholesale business.
• The transaction is subject to customary conditions, including financing conditions precedent and shareholder approval of the TLA parent company, and is expected to complete within 30 days.

TLA and Stride are leaders in talent management, merchandising and sports marketing, providing the ideal portfolio to integrate these complementary services into the existing QMS global sports platform.

Mr Nettlefold said: “Our vision is to develop QMS Sport as a global integrated sports platform with digital sports technology, infrastructure, media rights, talent management and merchandise under one major sports offering, providing advertisers, sponsors and brands with a unique and powerful platform to engage with this highly valued sports audience. The relationships TLA and Stride have with key sporting codes, clubs and talent will be beneficial in delivering new revenue streams both locally and internationally.”

Sport remains one of the largest and highest growth segments of the market.  Advertisers place a premium on the live nature of sports events, being one of the few remaining forms of entertainment that viewers feel compelled to watch in real-time.

Mr Nettlefold said “Sport therefore has superior advertising appeal, but sports marketing remains a very fragmented market which provides the opportunity for significant consolidation benefits and synergies.  New technology is also presenting unparalleled growth opportunities, and the performance to date of our existing QMS Sport business, including recently completed acquisitions, is delivering on that promise with its financial performance in the first half of CY2019 ahead of expectations.

“Industry consolidation is required to build the optimum global platform across technology, infrastructure and digital media.  Scale and a global platform provide access to significant cross-sell opportunities that leverage existing relationships with large global sporting bodies, clubs, agencies, brands and rights holders, as well as significant cost synergies.  QMS Sport with its existing brands including QMS Sport, TGI, StellaVista, Sportsmate, FanTribe and now TLA and Stride is very well positioned to play a leadership role.”

The TLA and Stride acquisitions will broaden the service offerings both domestically and internationally across QMS Sports’ global business footprint.  Importantly, in Australia, they will provide greater exposure to sports such as AFL, and increased client activation and fan engagement capabilities. TLA and Stride will utilise QMS Media’s print capabilities, OOH advertising, activation rights, and mobile assets to support events and client activation, whilst QMS Sport will refer TLA’s merchandising capabilities and events activation/consultancy to its client base to provide a more holistic service and revenue flow.

Transaction Funding

The acquisitions will be funded in part via a private placement of unlisted fully paid ordinary shares in QMS Sport to institutional and sophisticated investors to raise approximately A$12 million. E.L. & C. Baillieu Limited (EL&C Baillieu) are acting as Lead Managers to the private placement.

The balance of the purchase price will be funded via a short-term bank financing facility which will be repaid in CY2020.

As per QMS’ announcement on 30 July 2019, the proceeds from the New Zealand capital return are expected in Q3 CY19 following Overseas Investment Office NZ approval for the merger, which was received on 29 July. The balance of these funds will be used to repay part of the Group’s banking facility.

QMS’ Net Debt/Underlying EBITDA is expected to be below 2.5x post completion of these transactions and the NZ capital return.

The Company continues to evaluate a range of funding options for QMS Sport with a view to improving structural and financial capacity for the business and to drive enhanced shareholder value. Introducing new investors to QMS Sport provides the flexibility to fund and manage a range of future growth opportunities when they arise, whilst reducing the reliance on funding support from QMS.

Trading Commentary

EBITDA for QMS Sport in H1 CY2019 is expected to be between A$11.0 and A$11.5 million, significantly ahead of the A$9 million EBITDA forecast provided to the market in February 2019.

Strong organic growth from the Sport business is forecast into CY2020 with the seasonal weighting of earnings towards the first half of the calendar year expected to continue.

Detailed QMS H1 CY2019 results and Appendix 4D

A detailed update on the Company’s operations and outlook, and further information in relation to the H1 CY2019 results will be released with the Appendix 4D on 23 August 2019.