Thursday, August 20, 2009

Ripplewood Gets Reader's Digestion

In November 1988, when Robert Maxwell's final offer for Macmillan, Inc was accepted, the bid priced the company at 19x earnings - a ridiculous multiple which made Macmillan management, the employee pension plan and shareholders wealthy but ultimately, brought down the successor company Maxwell Communications. Maxwell's financial arrogance didn't stop with the Macmillan, Inc win either as he had bankers and analysts chasing supposed take-over deals for McGraw-Hill and Paramount Communications (Simon & Schuster) into the early 1990s. Once the company came crashing down, Macmillan an expertly run $2.1billion publishing conglomerate, was broken up into innumerable pieces and sold off for far less than the multiple Maxwell originally paid.

Fast forward twenty years and the bankruptcy filing by Reader's Digest nicely bookends a period of media investment that is unlikely to be repeated. Media companies operating - to finance people - in a boring, slow-moving, but stable business segment, offered bankers a friendly place to put their money where they could be safe in the knowledge of stable earnings and small but incremental annual increases. This was true of banks and private equity funds that invested heavily in the publishing business over the past 5-10 years.

In comparing the Maxwell and Reader's Digest experiences, we don't appear to have learned enough. Maxwell was no manager and he surrounded himself with a cadre of sycophants and mediocre managers who effectively contributed to the company's demise. Maxwell was never going to out-skill the executive team that had re-built Macmillan during the 1980s, but no one understood that until it was too late. Similarly, Ripplewood has no background in media and chose to pay a significant premium for Reader's Digest which could only cripple the business if any one of their assumptions failed. At the time of the investment, Ripplewood was not investing in a stable management team that could compensate for their limited knowledge and perhaps provide some continuity; however, they did the next best thing and filled the RD executive suite with industry talent. Naturally, it took the team time to get settled.

As we now know, their timing couldn't have been worse as the global slump resulted in declining advertising revenues and a rate base cut. These macro issues effectively eliminated any time the company may have thought they had to sort out and understand a web-based ad model that could begin to compensate for the anticipated decline of the print magazine.

It is not as though Reader's Digest has stood still and some have wondered why CEO Mary Berner and her team are still in place. The most obvious reason would be that, operationally, Reader's Digest has made improvements and management's future plans and strategies not only make sense but represent a continuation of what has worked over the past two years. The company continues to add to their stable of impressive web properties which pre-date the acquisition, and management has also successfully launched new businesses and aligned themselves with new audiences around Rick Warren and Rachel Ray. It seems likely that more relationships are planned as the company attempts to migrate their audience both to a younger demographic and online.

Someone wanted to bet me a $1 that Reader's Digest would be back to the money trough within a year. I hope that is not the case and I won't take that bet. The company continues to have core strengths around their audience (sure, they are aging but they also continue to buy stuff), a wide array of web properties within which they can build communities and a revenue base that is more diverse than you might think. If they are successful and the group of banks can exit without taking any further write downs (I admit that's a horrible measure), the road will not have been easy to navigate. Here's hoping that Reader's Digest doesn't end up like Macmillan, Inc. and that perhaps private equity grasps some reality.

WSJ: Chapter 11 Is Next Page for Reader's Digest

PaidContent: Presentation to Bankers


Brian said...

While I'm not sure there's a solution that saves Reader's Digest, it helps Mary Berner that her brother is part of the Ripplewood team that bought RD.

Anonymous said...

The author's comments are obviously spoken from an outsider's point of view. Inside RDA is a much different animal. Mary Berner has time and time again shown that she was the wrong person for the job and yes, something does stink with respect to Mary Berner's relationship with Ripplewood.

Ms. Berner has lied over and over to RDA employees and very likely others involved with RDA, so what's to keep us from thinking the Ripplewood deal wasn't quite on the up and up?

The decision of RDA to contract with HCL Technologies is yet another example of the poor decision making capabilities of Ms. Berner and company. HCL has to be one of the more poorly managed IT companies in existence and their takeover of RDA IT has been less than stellar.

My personal belief is that RDA has been a slowly sinking ship for some time and with Ms. Berner at the helm it could be the end. But, based on the pre-packaged bankruptcy deal details Ms. Berner and other's stand to reap great rewards for their ineptness.