How can a minority corporate partnership drive a successful spin-out?

Carving-out high-potential businesses has traditionally meant parting ways completely, but now there is an alternative. A minority corporate partnership can provide much-needed invigoration and incentives, yet allows the parent to remain part of the journey. 

Today’s backdrop is forcing many businesses to re-assess their plans and priorities. This is as much the case for large corporates, which may be considering divesting non-core divisions to deleverage, as it is for underloved assets, which may be languishing within larger entities.

It’s a win/win according to David Whileman, Partner and Head of Partnership Capital at Inflexion. “Minority corporate partnerships allow the original parent to retain control of the business with the private equity firm acquiring a minority stake.  The original parent therefore gets the majority of the upside and the benefit of all the resources and expertise that private equity can provide, while the private equity firm gets to invest in companies that are “not for sale”, opening up a new market.”

Extricating high-potential businesses from their parents can be an excellent way to motivate businesses and the people behind them. Inflexion has significant experience in carve-outs from both public and private owners, with each one unlocking ambition and accelerating growth. Doing so needn’t mean ceding control either, with Inflexion supporting a growing number of minority strategic partnerships.

The perennial challenges of being a public company include being driven by short-term results rather than longer-term growth potential, but a corporate partnership can inspire motivation to look further out. 

Stephen Lloyd, Partner and Head of Private Equity at Allen & Overy, has recent experience of an Inflexion-backed corporate partnership (see aosphere, below). “You need to think well in advance of what you want to achieve and who you want to achieve it with. There may have been complexity in selling the division as it wasn't fully formed and prospective buyers may not have recognised the potential. We were aware we were running it for a profit but not sufficiently investing in it or taking risks,” he says.  

Lucie Cawood, Partner and Head of Private Equity at Travers Smith has advised on a number of this growing transaction type. She offers sound advice. “What's extremely important is the principles of how the partnership will operate. It's not an evergreen JV but rather something where the fund needs a return within a certain timeframe. This means everyone needs to be  happy with how they are intending to get to that point before embarking on a complex process.” 

GlobalData Healthcare: Inflexion partnered with GlobalData Plc at the end of 2023 to carve out its Healthcare division as a standalone entity in a transaction valuing the business at £1.1 billion.

aosphere: Inflexion’s most recent carve-out was a corporate partnership with Allen & Overy (A&O). Inflexion’s Partnership Capital fund made a strategic minority investment alongside the magic circle law firm and US-based investor Endicott Capital.

Curinos: Curinos was created by Inflexion’s Partnership Capital and Informa plc when they brought together Informa Financial Intelligence’s Financial Benchmarking & Omnichannel Experience (FBX) business and Novantas Inc.

Giacom: The software platform business demerged from Daisy Group with minority funding from Inflexion’s Partnership Capital. The company’s first set of results since then saw all of its key product lines achieve double digit revenue growth.

Inflexion has driven a number of successful minority corporate partnerships and continues to support their growth as independent entities.

GlobalData Healthcare

At the end of 2023 Inflexion partnered with GlobalData Plc to carve out its Healthcare division as a standalone entity in a transaction valuing the business at £1.1 billion. The data business is the largest division of GlobalData, listed on London’s AIM, and employs over 1,000 people across 10 countries. Its subscription service offers a one-stop data solution for over 2,000 global customers across large global pharma, pharma & biotech, pharma suppliers, professional services and medical devices manufacturers.

This transaction allowed GlobalData to retain a majority stake in the business as it works with Inflexion to accelerate organic growth primarily through securing new clients globally and further cross-selling to existing clients, continuing to invest in AI, product and content, as well as pursuing selective M&A.

Mike Danson, CEO and largest shareholder of Global Data plc, said: “The investment highlights the significant value in our unique data platform and gives us the flexibility to launch a more ambitious approach to growth investment across our portfolio. We believe that we can create substantial value for all shareholders and accelerate GlobalData’s profitable growth over the coming years.” 

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Last year Allen & Overy (A&O) partnered with Inflexion’s Partnership Capital fund and US-based investor Endicott Capital. The transaction enabled A&O to retain a significant stake in aosphere, the business it created in 2002, with Inflexion chosen for its proven success in supporting corporate carve-outs and data businesses. Its track record of extricating systems and building standalone new ones means aosphere’s leadership team can continue to focus on its day-to-day business and look ahead to future growth as an independent entity providing clients with the most comprehensive, reliable, and user-friendly legal and regulatory information and services.

aosphere serves over 725 blue-chip clients including banks, asset managers and corporates, providing online legal analysis on a subscription basis across a range of key compliance topics in complex areas such as financial derivatives, shareholder disclosure requirements, cross-border marketing, and data privacy.

aosphere has full access to Inflexion’s value acceleration resource. Plans include creating a scaled, global regulatory data business across a range of cross-jurisdictional topics, with investment earmarked for strengthening and expanding its product. Aosphere is also looking to grow the business in the US and through acquisition.

Speaking on the investment, Marc-Henri Chamay, Chief Executive of aosphere says, “This partnership creates a significant opportunity for us to accelerate our growth. By combining our strengths and capabilities, we will be able to offer our clients more choice, more value, and more impact.”

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In 2021, FTSE 100 business Informa PLC chose to work with Inflexion Partnership Capital to create a market-leading financial data and technology provider by bringing together two complementary businesses: Informa Financial Intelligence’s Financial Benchmarking & Omnichannel Experience (FBX) and Novantas Inc, a financial data services company. The business rebranded as Curinos, with the carve-out and subsequent integration creating a financial data and technology leader.

The team are working alongside Inflexion and Informa to great effect to launch new products and invest in sales to drive adoption of outsourced analytics. Inflexion’s digital team is supporting the creation of a unified data fabric to support product integration and boost cross-selling, and building out the management bench has been crucial to underpin the accelerated growth, with Inflexion’s in-house talent team supporting the appointments of a CFO, CRO, CTO and CHRO.

The opportunity ahead is exciting as the banking industry is on the cusp of a new era of mass personalisation. Financial institutions increasingly understand that a positive customer experience matters, and Curinos believes that personalising it allows for greater flexibility with the value proposition.

This belief is driving the business’s strategy, and Curinos is utilising AI to support its offering to help banks drive better user experiences with more frequent and tailored engagements with their customers.

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Giacom (formerly DWS) is a high growth software platform business providing IT, communications and cloud products and services on a wholesale basis to over 6,000 UK partners, from vendors including Vodafone, O2, BT/EE, Microsoft, and Virgin Media Business. In 2021, Inflexion provided a minority investment from its Partnership Capital Fund to support Giacom’s demerger from its parent Daisy Group. With the founder and management shareholders reinvesting 90% of proceeds, both Inflexion and ongoing management are big believers of its future success.

Inflexion appointed an experienced consultancy to get to know the entire exec team at Giacom to help identify strengths and also where there were gaps. As a result, a very experienced CFO was brought in shortly after the deal was signed. There was also a Chief Digital Officer appointed to own Giacom’s platform strategy and an NED joined from Inflexion’s network.

Inflexion’s Digital team helped road-map the technical debt removal from the platform and supported the creation of a data team, which has helped Giacom to differentiate pricing and boost bespoke selling.

The hard work is paying off: the company’s results since the demerger saw its revenues and adjusted EBITDA grow organically by 14% for two years in a row with all of its key product lines achieving double digit revenue growth. At the end of 2023, the firm announced its third acquisition with the purchase of prominent UK Microsoft cloud services provider intY from US-based ScanSource. The transaction reinforces Giacom’s position as the largest and most technically proficient provider of Microsoft licensing to the SMB-focused UK channel by further scaling Giacom’s Microsoft cloud capabilities. Looking ahead, the Giacom team sees tremendous scope for continued organic growth in its home market. 

Nathan Marke, Chief Operating Officer at Giacom, says, “I’ve worked with private equity-backed firms before and Inflexion don’t behave like a minority investor. They’re very interested and engaged in what we do. We feel we have the best of both worlds – a diverse group of shareholders providing expertise and all working toward a common aim. I think Inflexion get the balance right.” 

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