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K2, Volkl, Marker and Line/Full Tilt sold to private equity company

TallGuy

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Saw this in the news this morning:

K2 and Völkl and other brands in Newell Brands Winter Sports Division have been sold to a private equity firm, Newell announced this morning.

Kohlberg & Company is paying $240 million, and the sale also includes Marker, Dalbello, Madshus, Line, Full Tilt, Atlas, Tubbs, Ride and BCA.

The winter sports division generated sales of $330 million in 2016 and adjusted EBITDA of $25 million.

The deal should close late in the second quarter or early in the third.

Kohlberg investments in the consumer goods sector include motorhome company Coach America; Bauer, a maker of hockey equipment; Thousand Trails, an operator of campgrounds; and Hot Stuff Foods.

Newell acquired Jarden Corporation in 2016, and fairly quickly said it wanted to divest the winter sports division, in addition to some other segments of the combined company, to simplify its portfolio and focus on the areas with the most growth potential.
 

Jim McDonald

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Better buy now if you want German-made Volkls, not just "German Engineered"
 

Muleski

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This should be interesting. Kohlberg is about a $7.5 Billion PE firm. The founder is one of the founders of KK&R. They invest in a lot more than consumer goods; pretty broad portfolio. I'm a bit familiar with Bauer, which consists of a lot more than hockey. In fact the lacrosse business {Maverick} is a big price of Bauer. Kohlberg restructured and repositioned the company, sold at least a couple of big interests in it, they took it public.

This is another example of a PE firm buying this group at what they no doubt is a deal, and the strategy and goal from day one is to create additional value, and then liquidate at big profit. That's how it works. My hunch is that they could have any and every business in the group for sale, if the price is right.

Newell had said that they did not want to sell off the individual pieces. Sounds like both CNL and Intrawest. The buyers can break these investments up when and how they structure the deals. So...If I had to bet, we might see some deals being worked on right now {I have to assume there are a lot of discussions}, and we might seethe pieces of this start to "flip" to others who intend to operate them long term in the ski business, to conglomerates where they fit, or to other investors who will pay a premium.

Once Newell was clear that they would only sell the whole magilla, in one piece, it was a mater of time, and who would make the deal at a price they'd take, on terms that work.

Like every one of these deals, there are brands and companies that will generate interest, and others that....won't.

I would think that Kohlberg will not let anything happen to devalue the strong brands. Hopefully we'll still have plenty of quality Volkl skis, for example!
 

NonNativeRado

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It's an interesting time to buy into winter sports. Ski gear prices seem inflation resistant but a few cycles of warm winters could kill sales. Curious move for a private equity firm. I wonder if this is all in house cash or if they raised funds for specifically this buy and what the long term strategy is.

What I fear is a long term strategy that buys up all the major manufacturers and we see massive consolidation across the industry.
 

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Newsletter from our Line/Full Tilt Rep:

Big business is the world of medium business

New Owners for LINE Skis and Full Tilt Boots
afff9971-f3ee-4eb0-a731-0ee7d353ded6.jpg
Kohlberg and Company Has Paid $240,000,000 to be a part of The Red Dawn! I just ordered a gold plated toilet. YES!!!!

LINE and FT Purchased for Tons of Money.
Hear the rumors?

I know, what about Volkl, K2, Marker, Ride, Dalbello and those oversized sneakers things that allow you to walk on snow? We threw those brands in for free. Everyone knows LINE and FT are the most valuable ones.

  • What happens now? I have no idea
  • What happens next? LINE and FT stay Awesome
  • When will it end? Never!
Really though. We have owners that want to own us. This is good, right?
Who is Kohlberg and Company? Smart people I think. They are also a private company. Ya, they want to make money, (like most of us), but I think we'll have a little more freedom that our past Wall Street owners would allow. Those guys were nerds.

Does this affect you? Maybe, maybe not. Why did I send you this email? I thought you might be interested, at least a little.

What should you do right now? Go drink a beer. It's a holiday weekend and both Squaw and Mammoth are still open!

Want to see something really cool? CLICK

Interested in more details? I am too but I honestly don't know anything. Feel free to call me and I'll make something up.
 

ScotsSkier

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That is positive news. A much stronger price than I had estimated (~$150m) so, like MS, I would expect to see a few component sold off quickly
 

Muleski

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Based on @Philpug's post, I hope the guys who run Full Tilt and Line ramp up their education of who will be acquiring the brands and what the goal will be.

Guess that's the "vibe" they want to put out. In reality they ought to be prepared for their new owner to be ALL OVER THEM as the seek to show a clear increase in the value of the business, so that the inevitable "liquidity event," in PE-speak, delivers for Kohlberg.

It may not be that long, as there are PE deals that seem to be driven by the simple concept that the sum of the parts are worth more than the whole. And they buy to carefully break it up. So, my hunch is that this is not going to be a typically investment, with a five year or so "carry", and the flip or sale.

Kohlberg is an active firm, in terms of deal flow. They did close on a new fund in December, of over $2Billion. But that money was absolutely not raised in anticipation of this deal. This also just does not seem to fit with their typical investments. The only reason that I know a thing about them is that they came very close to buying into one of my former businesses. They were outbid. It was a financial services firm.

I would not be concerned about anybody trying to further consolidate the ski equipment industry. Plenty have done so and the verdict is absolutely out on how well it has worked. The business is not a great one. Seems like smaller high end niche players are doing well. It's a rock fight for the rest. The numbers just are ugly. Somebody like @Philpug can add a lot more perspective, but friends of mine have always struggled to find economies of scale by consolidating. Add to it that the distribution and sale of product is evolving and challenging.

So, my hunch is that a partner or two at Kohlberg and their analysts pawed all over this, and determined that if bought at the right price, they could break it up and make a decent return. Holding the whole thing, and trying to flip in down the road makes no sense to me. It was hard for Newell to unload it. What makes it attractive. It's a real conglomeration of brands..

I would not be fearful of "massive consolidation". If you are thinking about that due to the deals we are seeing with areas, and Vail Resorts....I don't see a parallel. A closer one might be there purchase of the CNL REIT holdings by Och-Ziff, the PE firm. It was widely viewed as a distress sale, with an end game of breaking it up. And possibly one of the O-Z principals keeping one property.

Newell wanted to unload this group and did not want to take on breaking it up themselves. So Goldman sold it. CNL had a clock ticking and simply had to liquidate the REIT, and one buyer was the only solution.

Long winded way of my betting on breaking it up, and not on it signaling a lot of consolidation. Will existing ski companies want to acquire some of these brands? Sure. Absolutely would be my guess. And it is a guess.
 

ScotsSkier

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We are in agreement Muleski, and my suspicion is that there are already buyers in the wings for a couple of the brands, that would explain what looks like a premium price if Kolberg has basically underwritten it with deals lined up.

Yes, the lack of value generated by consolidation (well, strictly speaking what has happened is more accumulation of brands rather than consolidation) is remarkable. I attribute it to the way that it has been executed where the marketing and distribution of multiple brands has remained distinctly separate (think Blizzard/Nordica) rather than even attempting to capture the potential cost synergies and in the process cannibalizing sales within the holding Company rather than taking business from competitors. One of the very few - half-hearted?? - attempts I have seen has been Atomic stopping stopping distribution of Salomon race product in NA so they dont have to support both brands. Otherwise though, very little serious effort which raises the question, why bother acquiring a portfolio of competing brands?. Perhaps some of the lack of value creation is due to the wholesale sales model where so many of the reps are often self-employed ?
 

Philpug

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Based on @Philpug's post, I hope the guys who run Full Tilt and Line ramp up their education of who will be acquiring the brands and what the goal will be.

Guess that's the "vibe" they want to put out. In reality they ought to be prepared for their new owner to be ALL OVER THEM as the seek to show a clear increase in the value of the business, so that the inevitable "liquidity event," in PE-speak, delivers for Kohlberg.

The releases that I shared was just a feel good peice that went out to the region from our local Line/FT rep, if any reads it a second time, you will see it has little or no substance other that who the new owners are.

Yes, the future remains unclear for the smaller peices here. It will be tough to break a Line off because of their production being at the K2 factory. K2 and Volkl are still adopted cousins that share a lot and to seperate them will be difficult.
 

Tricia

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@ScotsSkier and @Muleski that's my suspicion as well.

Here is the NASDAQ article.
Newell Brands To Sell Winter Sports Business To Kohlberg & Co. - Quick Facts

(RTTNews.com) - Newell Brands Inc. ( NWL ) said it has signed a definitive agreement to sell its Winter Sports businesses, inclusive of Völkl, K2, Marker, Dalbello, Madshus, Line, Full Tilt, Atlas, Tubbs, Ride and BCA to Kohlberg & Company, L.L.C., a private equity firm specializing in middle-market investing.

The sale of the Winter Sports businesses is part of Newell Brands' ongoing strategy to accelerate growth by simplifying and strengthening its portfolio.

Newell Brands expects gross proceeds from the divestiture to be $240 million, subject to customary working capital and transaction adjustments. Net sales for the divested business were about $330 million during 2016 and annual adjusted EBITDA for the divested business is approximately $25 million.

Additionally, Newell Brands has signed a definitive agreement to sell its Zoot & Squadra apparel brands in a separate transaction.
 

Philpug

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Hmmm, where is Marmot is all of this?
 

skibob

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Maybe we should look at it another way. 10x EBITDA is pretty much "market rate". Maybe winter sports (as a business) is healthier than we think? Maybe they think these are good margins with potential for more?

I like @ScotsSkier analysis a lot. The only way to create value is to increase sales, cut costs or raise prices (unlikely). Perhaps they see that these are really healthy brands that haven't been particularly well managed for margin, thus leaving lots of room for smart cuts and consolidation. PE usually has an exit plan. But usually it involves making improvements in the companies, not just selling off the pieces like an ebay pro disassembling a bike and selling it off in pieces.
 

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IMO the owners of companies that do business within the ski industry need to be avid skiers, not Wall Street types.

If money/profit are the only motivation then why invest in a seasonal business that is weather dependent in a seemingly warming climate, has a flat line growth in skier populations, and a cost to participate that is growing past the financial means of the middle class?
 

Eleeski

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IMO the owners of companies that do business within the ski industry need to be avid skiers, not Wall Street types.

If money/profit are the only motivation then why invest in a seasonal business that is weather dependent in a seemingly warming climate, has a flat line growth in skier populations, and a cost to participate that is growing past the financial means of the middle class?

I certainly hope that money/profit is not the only motivation for businesses. I see many examples where other factors drive the enterprise. Money matters but is just one factor. Keeping your employees working, filling a need and just plain fun are just a few worthy driving forces (a lot of the others like a religious or environmental missions might be a bit less relevant to ski related companies).

I hope the new investors succeed. We'll have access to their cool equipment.

Eric
 

Muleski

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My comment about the Line/Full Tilt release, which is obviously "feel good stoke" is that the bit about getting rid of Wall Street is ironic. I've run a public company and I've had PE "partners" in two others. The PE guys were demanding as hell. If things were not going well, it frankly sucked. Just throwing it out there. The goals of most PE firms are not that altruistic.

@ScotsSkier makes some really good points, about what has not happened with what he accurately referred to as an accumulation of brands. He and I have had many conversations over the years about some of the unique aspects of this industry, particulary relative to distribution and/or sales. Those are the growth levers, and if a PE firm was going to hold on to increase value over time that is typically what they would be all over. It has always been my experience. Sure some interest in expense contriol, efficiency, planning and positioning. But ALL geared toward growing the top and bottom lines as fast as possible. And making a case that the value should be at a much higher multiple. My experience is that their expectations would seriously conflict with business as it has been done in the ski industry. In simple terms. This is not "make a profit."

About 15 years ago, my brother and I came very close to buying the US distributorship of a pretty well known, premium ski. If we had made the deal, we could have financed it on good terms. No PE. So zero pressure there. We decided not to do it. One of the issues was actually the limitation on how much product we would have to sell. We decided it would just never be big enough.

Before making that decision, we spent a solid three months connecting with everybody who we know in the business. I probably spoke with three dozen people who run retail outlets. I spoke with many people just getting moving with that new internet thing. And I spoke with a ton of race and retail reps, and VP's of sales and operations. This was not new ground for me. I was attempting to get a handle on how fast we could move. Since we pulled the plug on the deal, I didn't learn as much as I could. I was just scratching the surface, and my head.

This is not meant as an insult to anyone. The industry is full of really nice, and fun people. What struck me was the constant referral of "my rep" and "my dealer." Buddies. A nice collegial relationship. But it was equally obvious that this was unlike any number of distribution businesses that I had run. I was used to people who busted their tails, were absolutely driven, and motivated to earn a ton on money....to then play hard on down time. And this rep world was a blend of fun, relationships, being adequate at taking care of details, having decent but frankly simple product knowledge, etc. And it was not driven by money. More like relationship managers and account managers than true sales drivers.
The notion of really pushing to increase sales volume was there in about 5% of whom I spoke to. Again, not being critical.

We worked through models all over the map, but imagine one person who might replace three, increase the total sales of those three by about 50%, and earn about 2.5 times more that the average current rep. Or more. That would involve different people. And if they failed to develop really good, genuine relationships, no chance.

My brother was thinking that no question we could do this, being a bit disruptive. His favorite line was "In the land of the blind, the one eyed man is king." Another industry vet told me "I know what you are thinking...just be the smart kid in the dumb row."

What I keyed in on was that the distribution chain is somewhat long. I'd have to worry about all of the issues of getting product actually shipped and delivered from Europe. I'd never dealt with exchange rates, customs, etc. At the other end, the myriad of problems in getting your skis on the wall of shops was becoming clear....in part because even then, a lot of retailers needed a lot of help in terms to stay in business. And this was before most of we more serious skiers began to assemble big quivers of skis.

But the more reps I spoke with, the more I realized why I have a lot of friends who are reps. Incredibly good, nice, fun passionate people. But very different that the sales beasts that I was used to.

The industry just has never moved too quickly in the world of sales and distribution. Sure, there is more technology. More automation. The changes have been along the lines of moving from independent reps, to employee reps. And that was years ago. Reps get to drive around in company vehicles, wear logo swag, ski a bit, and make friends. Looks like fun. They all have their friends in the business.

I think a seasoned PE partner with a broad background in sales and revenue growth would be challenged as to how to influence a much steeper line in these companies. Might be tough on all.

The distribution side of the business has always been in my opinion a trailing rather than leading process. Same old. I did a consulting gig for one of the bigger companies a few years ago, and the end result was that they wanted to make a number of changes but they never implemented them.....because they felt their people could not handle the change and because everybody else did it the same old way. Inertia. Industry. Powerful stuff. I remember their saying that what we discussed made so much sense, but, you know, this is just how we do it. Frustrating.

Those experiences pretty much tell me that this has to be a plan to sell off the pieces, and probably as quickly as they can make the right deals. I just think there would be a huge clash between a PE firm and those running these companies over the long haul.

If the Line guys joke about Wall Street.....I can't imagine their "conversations" about really creating value in the terms that Kohlberg would want. Could be ugly. The business is not growing. So you need to steal share otherwise. And of course the retail business changes daily.

As far as those who might be interesting in buying, my hunch is their success and interest might be in adding it/them to an existing ski business to fold it into, not to bolt it on. Logically a lot of what @ScotsSkier discusses MIGHT work. There are logical efficiencies, but the industry moves along as is.

I'm sure that unwinding K2 and Volkl might be problematic. Undoing others, maybe less so.

I do think we'll see the group start to break up the minute the sale to Kohlberg is complete. Much like we'll see with the old CNL and some of the portfolio that will once have been known as Intrawest.

In both cases, there are buyers who today will pay a higher premium than what the total sold for for a number of the pieces. No question in my mind.

This is not going to be business as usual. The PE business makes money on deals. That simple. I have known a big player, who has a ton of money in this industry {and it's not KSL} since he was a kid. Even then, he could buy something for a nickel and sell it for $.50. His multi billion dollar firm pretty much operates on the same concept. Find the best deals, that have the highest chance of selling for that big upside.

Fascinating times....interesting to watch. I still think this has to be a very different deal for Kohlberg. On the deal that we were taking to them about, they were seriously looking an a tenfold return over five years. Does that look like the ski business?

And while not every business is driven to that end, in my experience the PE business is. I know PE guys who are heavily invested in what look like cool, and fun businesses. They would not be in them if they didn't but low, and weren't working the company's management to drive up all of the lines and make them all a bucket of money.

The money is the driver for the PE guys. It's not the same for a lot of years ski guys. And that simple mis alignment makes me think again, this is an acquire to break up and sell off deal. Not a typical PE play.

Just my hunch.

Marmot, dunno?Good question.

If it is a to be sold, which companies do you think sell first? Who will command the highest multiple? Which will they simply unload?

Another one that will be fun to watch.
 
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quant

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1. Kohlberg has enough cash and his firm is generating enough CFFO to do what he wants. His deals don't have to target an IRR other than the ROR that makes him happy.
2) The ski industry is still a small one by any measure. For example, Messi earns around $45 million per year before endorsements. That is more than a lot of ski manufacturers combined! I am not sure money-driven "road warriors" will make much of a difference (hey, my background is sell side). The number of distributors is too small.
3) We can all guess what brand skis and boots will rented and sold in Aspen, Steamboat, and Squaw.:)
4) I'd rather have some billionaires own the mountains and ski manufacturing and keep it alive than have more firms sold out to non-ski loving owners. For example, John Cumming may not be the best business person in the world, but the Cumming family (thanks to Ian's money) will keep Dick Bass's dream of Snowbird alive until we are all gone...and beyond. The same goes for Louis Bacon at Taos, Kohlberg, etc. The era of the Slutzky's owning mountains like Hunter is pretty much over.
5) Time to BBQ and remember those who gave their lives for us to be free and ski. I'll fly the flag on Monday. It seems no one else in my neighborhood does.
 
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Muleski

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1. Kohlberg has enough cash and his firm is generating enough CFFO to do what he wants. His deals don't have to target an IRR other than the ROR that makes him happy.

I have a different take on this. And of course it might have to do with the press release, and not knowing any of the details or facts.

Kohlberg, personally, I would guess is worth considerably more than the $7.5 Billion invested by the firm that he founded. His late father , who founded this firm with him, was one of the deans and founders of the industry, and was famous for founding K.K.R. Jim is a very wealthy guy just based on that.

If this buy is being done by Jim personally, I completely agree that the IRR and ROR are simply what would work for him. And like Cumming, he might just want to own them. Maybe he's an eccentric skier. Doubt that.

However, that is not how Kohlberg & Company operates. They have the typical investor groups that participate in their funds. As mentioned, their most recent fund raised a touch over $2Billion. No doubt there are very significant returns anticipated for that group, or they would not have participated. Take the money to Blackstone, or any of a hundred firms.

I mentioned that in my last pre-retirement business, they were one of the final suitors when our PE partner wanted to flip their position. These guys certainly were aggressive and were all over us to assure them of their likely success. There also seemed to even be a extra layer of due dilligence as they had so much pension money that would be invested in us. Almost like they were fiduciaries. Was actually kind of refreshing. They did not get the deal.

However I never got the impression that it was any of Kohlberg's personal money. Certainly never came up. Obviously the firm was seeded by him, and his father. Have no clue if they were in that fund. I assume that were. Probably have a stake in every one of the funds.

No need to beat a dead horse. I think the firm has pretty high targets. Very curious as to how they will hit them regardless of their strategy, on this.

Of course if it later comes out that this is just his personal investment and play, that's entirely different.

An similar thing might be the speculation that when Och-Ziff is done selling off the CNL properties, the actual goal of the Ziff Brothers is to personally own one area. Perhaps Crested Butte.

Or that in this whole KSL/Aspen deal, there is chatter that the KSL CEO might end up owning something like CMH on his own.

This one seems sort of strange in terms of a PE investment.

Agree 100% that the passionate billionaires are a VERY good thing for the industry. Lester Crown and his family own a lot of a lot.....like a huge chunk of General Dynamics. There is a reason why Aspen SkiCo is walled off from this consortium with KSL. The Crowns will own and steward Aspen forever. If CV Starr had kept his ownership of Stowe outside of his privately held insurance business, his heirs would probably still own it.

Also agree on the flag. Ours is raised every day, and lowered as close to sunset as possible. Thanks to all who serve and have served, and to those who made the ultimate sacrifice. Many parts of this world have real challenges, more than wondering about ski deals.

Enjoy the weekend!
 
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