Advanstar Communications, Inc.
Advanstar Communications, Inc.
545 Boylston St.
Boston, Massachusetts 02116
Telephone: (617) 267-6500
Fax: (617) 267-6900
Web site: http://www.advanstar.com
Wholly Owned Subsidiary of DLJ Merchant Banking Partners
Incorporated: 1987 as Edgell Communications, Inc.
Sales: $307.18 million (2002)
NAIC: 561920 Convention and Trade Show Organizers; 511120 Periodical Publishers
Advanstar Communications, Inc. publishes more than 100 business journals and directories and operates about 80 trade shows and professional conferences. The company’s publications, which are typically distributed free of charge, include such titles as Motor Age, Travel Agent, and Cosmetic Surgery News, and cover a broad range of subject areas including healthcare, Pharmaceuticals, manufacturing, telecommunications, digital media, beauty, e-learning, call center management, art, and marketing. The firm is also the leading operator of fashion industry trade shows in the United States, with such major events as the twice-yearly MAGIC shows in Las Vegas, and it also runs many similar expositions that are linked to the periodicals it publishes. Advanstar operates primarily in the United States, but also does business in Europe, Latin America, and Asia.
The roots of Advanstar Communications stretch back to 1939 and the founding of Davidson Publishing Company. Davidson was formed to publish trade papers, publications that covered the news of a specific industry and offered suppliers the opportunity to advertise to potential customers. Its first publication was called Paper Sales, and over the next two decades Davidson expanded to more than ten publications in the paper, stationery, food, and fur industries. The company, which moved several times before it settled in Duluth, Minnesota, also operated its own printing plant.
Meanwhile, in 1945, a recent graduate of Michigan State University named Robert Edgell got a job publishing a magazine called Export Trade and Shipper in New York. After just six months he decided to found his own publishing company, which he named Edgell and Associates. His first title covered the hearing aid industry, and the company later found success with other periodicals, including Drive-In Management.
In 1961 Edgell joined with a number of other parties to found a firm called Ojibway Press, headquartered in Duluth, Minnesota. It absorbed Davidson Publishing as part of a joint venture, and soon acquired another company called Knit Goods Publishing, owners of Lingerie Merchandising and Hosiery and Underwear Review. Over the next few years Ojibway built up its list of titles to 21, including such publications as Meat and Industrial Gas. In 1968 it was sold for $5.5 million in stock to Harcourt, Brace & World (later known as Harcourt Brace Jovanovich, or HB J). Ojibway would form the backbone of Harbrace Publications, Inc., which was also made up of Byrum Publications, Brookhill Publishing Co., and several titles purchased from Haire Publishing Corp.
At this time Robert Edgell left to pursue other ventures, but in 1970 he was lured back to run Harbrace, and over the next decade and a half he built it into one of the largest professional magazine publishers in the United States. In 1984 Edgell formed a trade show business, Harcourt Expositions and Conferences, and the following year completed the acquisition of school supply distributor Beckley-Cardy, Inc., which had been founded in 1907 and was the leader in its field. By now the company was known as HB J Publications, Inc., and was having success with such titles as Modern Medicine, Physician Management, American Salon, and Food Management. About 55 were business periodicals, while the rest were directories and trade show publications.
1987: Leveraged Buyout
In 1987 Harcourt Brace Jovanovich was forced to seek a large infusion of cash to cover the cost of fighting off a hostile takeover bid, and it made the decision to sell the successful HB J Publications division, in part because as a standalone unit it was easily divested. In December 1987 a group led by Edgell, several other managers, and investment firm Kidder, Peabody & Co. agreed to pay $334.1 million for HBJ Publications, which included the expositions and school supply businesses.
The spinoff unit was renamed Edgell Communications, Inc., and headquartered in Cleveland, Ohio. It was officially owned by a new holding company called New Century Communications, Inc. At this time Edgell had approximately 1,800 employees, with annual revenues of $189 million and operating income of $21 million. The deal, which was structured as a leveraged buyout, had been negotiated during a stock market boom, though it was finalized just after the stock crash of October 1987. The resultant $330 million debt load would require annual interest payments of $36 million, $15 million more than the publishing division had ever made in profits. Despite this ominous gap, company executives expressed confidence that the business would grow rapidly enough to cover the difference. However, in the months after the deal was struck the publishing industry entered a slump which saw ad revenues drop by as much as 20 percent, and it became apparent that Edgell would not earn the amount needed to service its debt.
In mid-1989 Robert Edgell negotiated a deal to sell the firm to a British publisher, but the price was rejected by the company’s board. Edgell Communications was now in full belt-tightening mode, and it sold a trade show and a publication and folded another title, and then moved its Expositions unit from Connecticut to Cleveland.
In March 1990 Robert Edgell stepped down as CEO, reportedly under pressure from Kidder, Peabody. In April Richard Swank, a former information industry executive with experience in financial matters, was named to replace Edgell, and he quickly began work on restructuring the firm’s debt. The company’s employment ranks shrank to 1,400, and in July Edgell defaulted on an interest payment of $7 million, which led Standard & Poor’s to downgrade its credit rating to “D,” the lowest level. In October the company dissolved its sales promotion department and put seven magazines up for sale.
On New Year’s Day, 1991, former CEO Robert Edgell jumped to his death from the seventh-floor balcony of his retirement home in Florida. He was apparently despondent over the company’s financial problems and their impact on his family and former coworkers, who owned a large amount of now worthless stock. Edgell’s post-CEO job as consultant to the firm that still bore his name had ended the day before his death.
The year 1991 saw the company sell most of the publications that had been put on the block, reorganize senior management, and lay off 100 more employees. Late in the year a restructuring plan was reached with a majority of the firm’s lenders and bond holders, after an earlier proposal by Kidder, Peabody had been rejected. After a so-called “prepackaged” Chapter 11 filing, much of Edgell’s debt would be converted to common stock, making the company’s new majority owner Goldman, Sachs & Co. of New York, which had been quietly buying up the firm’s bonds. General Electric Capital Corp., the parent of Kidder, Peabody which now owned most of its stake, would halve its interest rates, and afterwards would control only a small portion of the firm. The deal reduced the company’s debt from $368 million to $192 million.
1992: Edgell Becomes Advanstar
By the spring of 1992 the firm, now renamed Advanstar Communications, Inc., was out of bankruptcy protection and moving forward. The company had reduced its payroll to 1,200 and its list of titles to 44. Advanstar soon announced plans to spend as much as $80 million on acquisitions, focusing on such emerging fields as hazardous-materials management and telecommunications. The company’s centralized power structure had been replaced with five publishing groups, each of which held six to nine magazines worth $20 million in revenues. A new $2 million electronic publishing system was also purchased to cut costs and give editors more control over design of the magazines.
During 1992 the company’s layoffs continued, and it also put the Beckley-Cardy and Davidson Printing subsidiaries up for sale. The former unit, which employed 400 and had sales of $76.5 million, accounted for more than a third of the firm’s $187.5 million in revenues for 1991. The year saw Advanstar make a number of acquisitions, including Art Business News, Voice Processing Magazine, Infotext Publishing Inc., and The Tower Companies, publisher of Hazmat World and Motion Control. The two latter companies had estimated revenues of $7 million each, and produced a number of trade shows that complemented their publications. Eight Advanstar titles were simultaneously put up for sale as the firm sought to tighten its focus and concentrate on rapidly growing fields.
In January 1993 the acquisitions continued with the purchase of Aster Publishing Corp. of Eugene, Oregon, for an estimated $25 million. Aster, which had revenues of more than $24 million, published 14 trade magazines including Pharmaceutical Technology and Managed Healthcare, and ran a number of related events. Owner Edward Aster received a 10 percent stake in Advanstar and was named its president. By this time the company had also sold the Beckley-Cardy and Davidson Printing subsidiaries and related real estate, as well as seven of the magazines it had put up for sale. The eighth, Food & Drug Packaging, was folded.
Our mission is to be the leading provider of information and communications products to targeted business and professional markets.
Under Aster Advanstar began to expand its trade show business, which heretofore had accounted for about 10 percent of revenues. In May 1993 the firm also closed its Denver offices and moved the plastics-oriented titles published there to Eugene, Oregon. The move backfired, however, when only one of the 40 employees involved elected to relocate, and the remainder began publishing their own competing magazines. In October Advanstar sold the recently acquired Motion Control and bought High Color, which was later renamed PC Graphics & Video. A short time later the firm bought ShowBiz Expo, operator of movie production trade shows in Los Angeles and New York, and a Hong Kong-based firm that organized financial and telecommunications conferences. Advanstar now owned a total of 80 trade shows and conferences.
At the end of 1993 CEO Richard Swank left the firm and Aster added his duties to the job of president. Advanstar reported revenues of $140.1 million for the year and suffered what it termed a “paper loss” of $40.8 million, an improvement over the $110 million revenues and $77 million loss of 1992.
In the spring of 1994 the company formed a new subsidiary called Advanstar Millennium to develop multimedia information products and make foreign licensing deals, and folded its Candy Marketer and Advanced Composites magazines. In August Edward Aster, who had been described by some as “abrasive,” abruptly resigned and was replaced by Richard Swank on an interim basis. Six months later Gary Ingersoll was named to the top post. He had an extensive background in the publishing and exposition industries, having worked for such firms as The Chilton Company and PEMCO.
At this time Advanstar was again close to defaulting on its loans, which were once more being renegotiated. Among several other problems the company’s medical and plastics magazines were doing poorly, with the three that made up the latter category now on the block. Following the Aster-initiated move to Oregon ad revenues had dropped from $7 million to $2 million.
In January 1995 Advanstar successfully completed the restructuring of its debt and took the plastics titles off the block after a deal fell through at the 11th hour. During the year the firm started new magazines called America’s Network (for telecommunications professionals) and ITS World (which covered “intelligent transportation systems”), and created three new quarterly buyers’ guides for different specialty fields. The company also acquired Commicaciones magazine, a Spanish-language publication for public and private network providers and folded Enterprise Communications, formerly known as Voice Processing. Advanstar had now acquired 23 new titles and launched four since it had emerged from Chapter 11.
Sale to Hellman & Friedman in 1996
In early 1996 the revitalized Advanstar was put up for sale, and in May it was sold to Hellman & Friedman Capital Partners III, L.P. of San Francisco for $237 million. The deal would also pay off the firm’s senior debt. Following the sale Robert Krakoff was installed as chairman and CEO to replace Gary Ingersoll, who had suffered a brain hemorrhage. Krakoff, 60, had recently served as the head of Cahners Publishing.
During the latter half of 1996 Advanstar purchased Hospitality Resources Worldwide, publisher of the Deals Digest and the Luxury Digest, and bought two California-based beauty products expositions and two call center trade shows. The firm was also busy preparing for the launch of Cosmetic Surgery Times. In early 1997 Advanstar added 18 more trade shows through the purchase of Expocon Management Associates of Connecticut and Haircolor USA. New publications acquired included TurfGrass Trends and several Latin American telecommunications titles. In the summer, the company was again restructured into five separate industry-focused units headed by executive vice-presidents.
The end of 1997 saw the startup of two new publications, Mining Engineering & Technology and Premier Hotels & Resorts, and the purchase of a stake in Telecom Asia magazine. In early 1998 the acquisitions continued with the purchase of H&T Feiras e Congressos Ltda., the leading Latin American telecommunications industry trade show sponsor, TelEvolution Magazine of Canada and its related trade show, and Tele-Professional, Inc. of Iowa, which published three magazines and organized two trade shows. The company also formed 50/50 joint ventures to produce medical device, video software, and consumer electronics trade shows.
- Davidson Publishing Company is formed to publish business periodicals.
- Robert Edgell founds Edgell and Associates.
- Edgell and Davidson joint venture creates Ojibway Press.
- Ojibway and its 21 titles are sold to Harcourt, Brace & World.
- Edgell grows magazine division to more than 100 publications.
- School supplies company Beckley-Cardy is acquired.
- Harcourt, Brace starts trade show and conference unit.
- Edgell Communications is formed after leveraged buyout of Harcourt division.
- Robert Edgell is forced out; troubled firm nears bankruptcy.
- Company emerges from prepackaged Chapter 11 filing as Advanstar; Beckley-Cardy and Davidson Printing subsidiaries are sold.
- Advanstar is sold to Hellman & Friedman Capital Partners III, L.P.
- MAGIC fashion industry trade show business is purchased for $234 million.
- Larkin Group is acquired for $133 million.
- DLJ buys Advanstar for $900 million plus $520 million in assumed debt.
- Private placement of stock brings in $360 million.
In April 1998 Advanstar announced its largest acquisition ever, the $234 million purchase of MAGIC International, Inc., operator of the biggest apparel expositions in the United States. MAGIC, which had revenues of $40 million, put on shows in Las Vegas twice yearly under the names “MAGIC,” “WWDMAGIC,” and “MAGIC Kids.” After this, nearly 50 percent of Advanstar’s revenues would come from trade shows, which had proven more profitable than magazine publishing. Other activities, which accounted for about 5 percent of the firm’s income, included direct mail and database products and services.
Other acquisitions during the year included Applied Business Telecommunications and Travel Agent magazine, the largest title in its category in the United States. Advanstar also partnered with MM Editions, a French firm, to produce a call center show and related directory publication in that country, and sold ITS World. The company was now preparing to launch another new magazine, DCC (Digital Content Creation), which would complement a Canadian trade show it had acquired.
For 1998 Advanstar reported revenues of $259.8 million and a loss of $28.4 million, mainly attributed to the MAGIC purchase. The firm now had 1,300 employees and had moved its official headquarters to Boston, where CEO Krakoff was based, though many operations remained in Cleveland and in other cities where the firm’s publications were edited. Advanstar now published 110 magazines and directories, organized 107 trade shows and conferences, and operated more than 100 related web sites.
During 1999 the company continued acquiring trade shows including London-based Digital Media World and Customer Relationship Management Solutions, and also started Web Merchant, a quarterly Internet business-to-business retail publication. In May the firm increased its fashion industry offerings substantially with the $133 million acquisition of the Larkin Group of Massachusetts, which put on 16 fashion and fabric trade shows and also published Accent, a monthly magazine. The deal made Advanstar the largest fashion industry trade show producer in the United States. Plans were also being laid for an initial public offering, but this was abandoned in the summer. Company officials cited the low valuation levels of similar firms in announcing the cancellation. Late in the year the firm bought a German information technology publisher and trade show organizer, and partnered with PurchasePro to start 20 online communities that would be tied to Advanstar’s largest trade show and publishing sectors, including pharmaceuticals and telecommunications. A new sister company was created to run the web sites, Advanstar.com, which later became known as Hive4.com.
Purchase of Advanstar by DLJ: 2000
In April 2000 Hellman & Friedman put Advanstar up for sale for a reported $1 billion. A deal was reached in August for the firm to be acquired by DLJ Merchant Banking Partners, an affiliate of New York-based Donaldson Lufkin & Jenrette & Co. The price was estimated at more than $900 million in cash and securities, plus assumption of $520 million in debt. DLJ’s deep pockets held some $750 million more for Advanstar to make new acquisitions.
The company continued to roll out new publications during this period, including Medical Design World, which debuted in the fall. In the spring of 2001 Advanstar spent an estimated $15-$20 million to buy three automotive-related titles from Cahners Business Information, including Motor Age. At the same time the firm was trimming its Internet operations and reducing staff in that area. During the latter half of 2001 more trade shows and conferences were launched, including TechLearn, an e-learning expo done in conjunction with The Masie Center of Florida. Revenues for the year grew to $347 million, with a loss of $33.6 million. The red ink was tagged to the cost of acquisitions, reduced advertising revenues, and the poor response to several conferences that had been held in the wake of the September 11 terrorist attacks on the United States.
In 2002 the firm sold its Global Cosmetic Industry show and made more acquisitions including First Global Media Group of London, which published six auto-related magazines and held a trade show. In the fall Advanstar bought HT-the Magazine for Healthcare Travel Professionals, Salon News, and the Look Book, and announced the launch of Modern Healthcare for Women, which was designed for patients sitting in doctor’s offices. The company recorded sales of $307.2 million for 2002, a decline of 11.5 percent. Losses hit $124.3 million, this time attributed to the adoption of new accounting standards and the writeoff of $37.2 million owed by the firm’s affiliated dot.com unit. The company’s trade show income had also dropped almost 15 percent, to $159 million, while earnings from publications slid to $131 million, a decrease of 8 percent. Advanstar had cut another 286 jobs since January 2001.
During the first half of 2003 the company launched a new division to develop conferences and trade shows for the pharmaceutical industry and created new events in the healthcare, art, beauty, and e-learning markets. In August Advanstar closed on a private placement of $360 million to pay down debt, and then reached an agreement to buy the Medical Economics Communications Group, Dental Products Report Group, and Veterinary Healthcare Communications Group of Thomson Healthcare for $135 million. The acquisition would add 15 magazines including Medical Economics and RN Magazine, along with a trade show and a number of continuing education programs.
Advanstar Communications, Inc. had established itself as a leader in the business publication and trade show fields. Though it was still far from profitable, the company’s business was well-established and its deep-pocketed owners appeared committed to seeing it through.
International Art and Beauty Group; Pharmaceutical Group; Science Group; Healthcare Group; Post Group; Powersports Group; Video Group; Automotive Group; Advanstar Technology Communities; MAGIC International (Fashion and Apparel Group).
The McGraw-Hill Companies, Inc.; Primedia, Inc.; Reed Else-vier Group pic; Advance Publications, Inc.; Penton Media.
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