SECTOR: FINANCIAL SERVICESBanking on changeThe recent dividend recap of insurance software business iprism is the thirdtransaction founder Gary Burke has completed with the <strong>Livingstone</strong> <strong>Partners</strong> team,and highlights the value of a trusted relationship with a corporate finance adviserLaunched in 2006 by former insurancebroker Gary Burke, iprism is an insuranceintermediary that provides new policies andrenewals to brokers, on behalf of leadinginsurers such as Axa and Aviva. It hasrevolutionised the speed and efficiency of bothprice testing and purchasing. Its proprietaryonline platform generates comparative quotesand policy documentation, which can be chosenand bought in minutes.Burke had worked with Eleanor Wilkinson,Director at <strong>Livingstone</strong> London, on the sale of hisprevious business, Home & Legacy, a high-networthhousehold insurance intermediary that wasacquired by Allianz in 2006 for close to £60 million.“Eleanor was the first person I turned to once iprismhad reached a point where it could benefit from anew investor,” says Burke. “I’m very glad I did; the<strong>Livingstone</strong> team added value throughout.”During 2010, <strong>Livingstone</strong> introduced Burketo a number of potential investors keen to backTHIS SHOWSHOW IMPORTANTIT IS FOR AN ADVISERTO GET CLOSETO ITS CLIENTSiprism. Magenta <strong>Partners</strong>, which invests in highgrowthentrepreneurial e-commerce businesses,quickly emerged as the preferred partner. iprismwent from break-even at the point of Magenta’sinvestment to achieving over £2 million EBITDAin 2011 and more than £4 million in 2012.This rapid growth in profitability meant thatiprism had become potentially more attractiveto lending banks and that, by raising bank debt,it could repay Burke and Magenta’s loan notesissued as part of the 2010 transaction. But Burkeknew that banks were still nervous about‘dividend recaps’ – deals that see new bank debtbeing used to repay existing investors – and againsought <strong>Livingstone</strong>’s help, as he explains.“Despite the fact that iprism is a great successstory, the current financial environment means itisn’t easy to get cash out of a company. <strong>Livingstone</strong>did a fantastic job in putting the presentationtogether, and identifying and dealing with anexcellent short list of potential banking partners.”Knowing the business so well enabled<strong>Livingstone</strong> to field questions from potentiallenders and reduce the burden of the transactionon Burke and the iprism management team.The deal, says Wilkinson, had its challenges.“Despite the fact that iprism has numerousqualities attractive to lenders, the company’shistory is still relatively short. Some banks mightnot be comfortable with just a couple of years ofprofitable trading and would prefer a longer trackrecord. However, all the other aspects of theiprism business model outweighed this.”In order to find the right banking partner foriprism, Wilkinson and Bill Troup, ManagingDirector of Debt Advisory at <strong>Livingstone</strong> London,created and managed a competitive process.“A number of banks and alternative lenderswere approached,” says Troup, “but Royal Bankof Scotland’s FIG team (RBS) was the mostappropriate for the deal, because it understandsthe insurance sector and its potential. iprism’sprofitability, strong cash generation and visibilityof earnings deliver the perfect characteristics tosupport leveraged debt. This was an excellentopportunity to return cash early to Magenta,and the best option financially.”Burke says RBS has proved to be an excellentpartner, as the bank really understands whatiprism is about. “It is a great match, and thetechnical knowledge and banking experience BillTroup provided enabled us to perfect the debtstructure to suit both parties. Getting the right fitcan be difficult, but Bill and his team worked veryhard to ensure that all parties were happy.”Reflecting on this third deal together, Wilkinsonsays that Burke and his team are a pleasure towork with. “Gary has great vision; he can predictwhere the market is going and builds his businessaccordingly. I’m confident that we have structureda deal that will benefit all and enable iprism tocontinue its market-changing development.”Burke adds: “Identifying such a good matchfor iprism and RBS shows just how importantit is for an adviser to get close to its clients.<strong>Livingstone</strong> kept a tight rein on the process andthe deal has been an outstanding success.”Contact:CELIA MATHERDEAL AT A GLANCECLIENT: IPRISM UNDERWRITING AGENCY LTDSECTOR: FINANCIAL SERVICESDEAL TYPE: CAPITAL-RAISINGBUYER: ROYAL BANK OF SCOTLANDBill Troup, Managing Director,Debt Advisory, <strong>Livingstone</strong> LondonT: +44 (0)20 7484 4722,E: troup@livingstonepartners.co.ukEleanor Wilkinson, Director,<strong>Livingstone</strong> LondonT: +44 (0)20 7484 4742,E: wilkinson@livingstonepartners.co.ukIMAGES: GETTY, ISTOCKPHOTO22 // WWW.LIVINGSTONEPARTNERS.COM // SPRING <strong>2013</strong>
DEBTWho is taking the credit?The banks have been criticised for not supporting the SME sector, and last year’sBreedon Report estimated the gap between future borrowing requirements anddebt capacity to be £190 billion. What does this mean for borrowers?Since the collapse of Lehman Brothers, banks have wrestledwith instability in the eurozone, sovereign debt issues andthe weak economy. They have also come under regulatorypressure to strengthen their balance sheets by increasingtheir capital ratios. Banks now need to hold more capital againsttheir loans, with the exact amount depending on the loans’performance and perceived risks. Sectors or loans perceived ashigher risk are more capital-intensive and drive down the banks’returns. To protect their returns and their capital, the banks aretrying to reduce their exposure to these areas.HOW HAS THIS AFFECTED THE BANKS’ BEHAVIOUR?Poor market conditions and depressed asset prices have limitedbanks’ abilities to exit or reduce higher-risk loans. Instead,borrowers were given two- or three-year extensions (‘amend andextend’) and an opportunity to benefit from an anticipated recoveryin market conditions. As these loans come around for repaymentagain, and the economic outlook remains poor, there may be lessappetite to extend. But for the borrowers in the ‘wrong’ sector,repaying or refinancing may not be easy; another bank might beno more enthusiastic to take on the account.As an alternative exit, the bank might sell the loan at a discountto a specialist debt provider. This leaves a borrower building a newrelationship with a party it hasn’t chosen and whose motives maynot be clear.A borrower that can’t refinance can ultimately be forced to sell thecompany in order to repay the bank. This may come as a shock tothe shareholders, particularly if the business is trading well and isservicing its debt, and the timing of the sale may not be optimalfrom a shareholder-value perspective. (See page 20 for more onthese ‘special situations’.)WHAT THIS MEANS FOR BORROWERSFor SMEs, cost of debt is not the issue – availability is. Thosefortunate borrowers judged ‘higher quality’ are still able toDealing with Debt ConferenceThursday 18 April <strong>2013</strong>The Soho Hotel, 4 Richmond Mews, London W1D 3DH<strong>Livingstone</strong> <strong>Partners</strong> and international law firm Pinsent Masonsare hosting this conference, which will bring together leadingnames and sector experts from the debt, private equity and SMEmarkets to discuss the key trends and forecasts for <strong>2013</strong>. Thisevent is for PE sponsors, owner managers, CEOs and FDs whoare responsible for raising or refinancing senior and mezzaninedebt or for managing relationships with credit providers.For further information, contact:Rosemarie LamannoT: +44 (0)20 7484 4700, E: lamanno@livingstonepartners.co.ukraise or refinance debt, but have to be ready for increased scrutiny oftheir business by the lender, lower loan-to-value ratios, lowermultiples of EBITDA, higher fees and margins, shorter maturitiesand longer timescales to complete a (re)financing.WHAT SHOULD BORROWERS DO?Prepare early and prepare well. Don’t assume refinancing or newdebt raising will be straightforward, even if the business is servicingits debt and the relationship with existing lenders appears strong.Existing borrowers need to articulate their plans clearly and startdiscussions with existing and potential new lenders well ahead ofmaturity. Borrowers should also explore alternative lenders. Thereare new lenders coming forward and gaining prominence withmezzanine debt and unitranche facilities. Asset-based lending,which carries a lower capital commitment, is increasingly popularand can help fill a funding gap. With credit still scarce, you needto maximise your options – and chances of success.IMAGE: GETTYWWW.LIVINGSTONEPARTNERS.COM // SPRING <strong>2013</strong> // 23