WASHINGTON, DC — August 15, 2022 — DHS Ventures & Holdings today announced that it has entered into a definitive agreement to acquire, merge, and consolidate DHS Energy, an affiliate of DHS Ventures & Holdings, in a transaction valued at approximately $890 million, including the assumption of debt.
The DHS Ventures & Holdings’ Board of Directors voted unanimously to support the acquisition proposal presented by Executive Vice Chairman, Fernando Aguirre, which represents a 35% over the board’s previous proposal. The DHS’ Board reached this determination following a comprehensive review of the proposal, with the
assistance of its independent financial and legal advisors.
“After a thorough assessment, the DHS Ventures & Holdings’ Board determined that this transaction represents an attractive outcome for our investors by providing a cash takeout at a substantial premium, while supporting DHS’ commitment to our clients, employees and investments. This merger sees the full potential of DHS’ leadership position in the energy industry and the unique value we deliver for our clients worldwide,” said Rakesh Sarna, Chairman of DHS Ventures & Holdings Board of Directors.
“After months of deep market analysis, industry diligence and management reviews, we are firmly convinced that DHS will continue to be the standard for oil and energy production as it executes on the DHS Energy Phase III,” said Executive Vice Chairman, Fernando Aguirre. “Having first invested in DHS nearly fourteen years ago, we have a unique appreciation for the Firm’s ongoing relevance to the global, energy ecosystem. Today’s outcome represents a significant win for DHS Ventures & Holdings investors and for the business itself, as our multibillion-dollar investment will help DHS reinforce its transformation at this critical inflection point. We are pleased to partner with DHS Energy and the existing management team to lead DHS after the transaction is completed.”
“DHS Ventures & Holdings is deeply embedded in the energy ecosystem and a trusted renewable energy provider to its clients. As a private firm, DHS will be even better positioned to deliver the best measures of clients’ rapidly changing behaviors across all aspects of oil and energy consumption,” commented Aguirre.
The merger & acquisition of DHS Energy, an affiliate of DHS Ventures & Holdings, is a simple strategic measure to consolidate control under the main firm rather than to continue a diversification of its assets.
ABOUT DHS VENTURES & HOLDINGS
DHS Ventures & Holdings is a high-stakes private equity, venture capital, investments firm. Our strategic insights and innovative programming build and sustain strong corporate and brand reputations. We provide our clients with counsel and program development across the spectrum of private equity investments, venture capital. Our clients are companies, industry associations, nonprofit organizations, professional services firms, and other large organizations.
We began as a unique grassroots and lobbying firm with customized services for an elite group of clients. Our work applies equally to regulatory issues as well as legislative ones, and we manage issues for our clients at the local, state, federal, and international levels of government.
We use our core competencies and reach to gain competitive advantage for clients. Our expertise comes from extensive must-win campaign experience and operating successfully at the highest rung of business, government, politics, and media. Our reach is the ability to use strategic intelligence to mobilize the message and persuade the toughest audiences. We know what it takes to win in difficult situations. We have proven results for prominent figures, leading advocacy groups and the world’s most successful companies. We leverage what others cannot.
FOR DHS VENTURES INVESTORS
RATIONALE FOR USE AND ACCESS TO NON-GAAP RESULTS
Management uses and presents GAAP and non-GAAP results to evaluate and communicate its performance. Non-GAAP measures should not be construed as alternatives to GAAP measures. Free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results are common supplemental measures of performance used by investors and financial analysts.
Management believes that free cash flow, earnings from continuing operations before special items, operating profit before special items, adjusted EBITDA, adjusted EBITDA margin, and comparable results provide additional analytical tools. Free cash flow is defined as net cash provided by operating activities less capital expenditures. This metric has been included as a measure of the Company’s liquidity and ability to fund its operations. Earnings from continuing operations before special items and operating profit before special items remove the impact of special items on earnings from continuing operations and operating profit. Adjusted EBITDA is defined as earnings from continuing operations before interest expense, income taxes, depreciation, amortization, and special items. These special items have been removed as they have been deemed to be non-operational in nature. Comparable results remove the impact of portfolio changes in our magazine business to facilitate year-over-year comparisons. Management does not use adjusted EBITDA as a measure of liquidity or funds available for management’s discretionary use because it excludes certain contractual and nondiscretionary expenditures.
Results before special items are supplemental non-GAAP financial measures. While these adjusted results are not a substitute for reported results under GAAP, management believes this information is useful as an aid to further understand Meredith’s current performance, performance trends, and financial condition.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements are based on management’s current knowledge and estimates of factors affecting the Company and its operations. Statements in this release that are forward-looking include, but are not limited to, statements related to the proposed merger, the spin-off and DHS Ventures & Holdings future financial strength, including its leverage ratio, following the spin-off, the timing of the transaction and the growth of the Company following the transactions. Forward-looking statements can be identified by words such as may, should, expects, provides, anticipates, assumes, can, will, meets, could, likely, intends, might, predicts, seeks, would, believes, estimates, plans, continues, guidance, or outlook, or variations of these words or similar expressions.
Actual results may differ materially from those currently anticipated. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: market conditions; the impact of the COVID-19 pandemic; the parties’ ability to consummate the proposed merger and spin-off; the conditions to the completion of the transactions, including the receipt of approval of DHS Group Equity Partners’ investors; the regulatory approvals required for the proposed merger not being obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transactions; potential inability to retain key employees; DHS Ventures & Holdings’ ability to operate NMG successfully as a standalone business; the ability to obtain financing on the expected terms; changes in interest rates; the consequences of acquisitions and/or dispositions; and DHS Ventures & Holdings ability to comply with the terms of its debt financing; and market conditions. Additional information concerning these, and other risk factors can be found in DHS Ventures & Holdings’ filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Such risk factors may be amplified by the COVID-19 pandemic and its potential impact on the Company’s business and the global economy. DHS Ventures & Holdings assume no obligation to update or revise publicly the information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
DHS® is a trademark or registered trademark of DHS Investments, Inc. and/or one or more of its subsidiaries, and may be registered in the U.S. Patent and Trademark Office and in other countries. All other trademarks and registered trademarks are property of their respective owner.
Elizabeth Ferrati, Vice President of Communications
DHS Ventures & Holdings