EX-99.2 4 infoconcerninginventiv.htm CERTAIN INFORMATION CONCERNING INVENTIV Certain information concerning inVentiv
EX-99.2

 
SECTION 1
 


Executive Summary
 
 
Company Overview
 
inVentiv Health: Overview
 
inVentiv Health Inc. (together with its subsidiaries, “inVentiv”, or the “Company”) is a leading provider of value-added services to the pharmaceutical and life sciences industries. On June 14, 2006, the Company changed its name to inVentiv Health, Inc. (from Ventiv Health, Inc.) as part of a re-branding initiative that began when it acquired inVentiv Communications, Inc. (then known as inChord Communications, Inc.) (“inVentiv Communications, Inc.” or “inChord”). inVentiv supports a broad range of clinical development, communications and commercialization activities that are critical to its customers' ability to complete the development of new drug products and medical devices and successfully bring them to market. inVentiv provides services to over 200 client organizations, including all top 20 global pharmaceutical companies and numerous emerging and specialty biotechnology companies.
 

 

Source: VTIV Form 10-K SEC Filing

 
inVentiv has organized its businesses into three complementary operating divisions, which correspond to its operating segments: inVentiv Clinical, inVentiv Communications and inVentiv Commercial.
 
For the LTM period ended March 31, 2007, the Company posted revenues of $814.5 million and Adjusted EBITDA of $117.5 million.

1

 
 
Source: VTIV Form 10-K SEC Filing
 
Note: Before equity compensation expense, corporate overhead    and other non-recurring income / expense
Source: Company Management
 
   
 
Business Unit
   
inVentiv Clinical
 
inVentiv Communications
 
inVentiv Commercial
Overview
 
¨  Contract Staffing
  Recruit and place consultants to support clients’ clinical trials
  Consultants remain inVentiv employees and migrate between 12 to 24 month assignments
  Extremely strong market, with demand greater than supply
  Typically small assignments and very limited conversions, which translates into low client concentration and higher client longevity
¨  Functional Outsourcing
  Provide dedicated, outsourced bio-statistical analysis, data management and clinical trial monitoring and management
  Cost-effective and flexible alternative to performing functions in-house or through Contract Research Organizations
  Natural extension leveraging off current clinical staffing client base
  Recently announced win with another Top-20 Pharma
 
¨  Agency Business
  Four top-tier Ad Agencies supported by interactive, MedEd, branding and PR capabilities
  Long-term client relationships—life of brand—and across multiple brands per client
  High brand team turnover leads to ‘brain trust’ and ‘institutional memory’ at agency
  92.5% of 2001 clients are still active clients
¨  Patient Compliance Business
  Letter program from pharmacist to patient to increase Rx adherence for chronic, asymptomatic conditions
  One of the largest retail networks, with 20,000+ pharmacies
  Programs completed for 80 brands across 25+ pharmaceutical companies
  Programs create high ROI for Pharma companies, additional revenue for pharmacy chains and better health outcomes for patients
 
¨  Sales Teams
  Clear industry leader with approximately 40-50% market share
  Broad portfolio of 41 teams
  ability to readily transition capacity (e.g. Bayer> BMS> BMS/BI; Sanofi-Aventis> Santarus)
  Outsourcing trend line growth
  expect 6–7% penetration to grow to teens
  Strong presence in small and mid-tier Pharmas
¨  Specialty Services
  Organically built and selectively acquired several high-value added, higher-margin specialty services
  Creates more compelling value proposition, particularly to small and mid-tier clients
  Increases client retention—many clients continue with specialty services even if Sales Team no longer needed
             
’02-’04
CAGR
 
23.3%
 
17.8%
 
12.3%
             
Clients
 
~150
 
~140
 
~115
             
Employees
 
~1,400
 
~1,000
 
~3,000
 
2

 
Key Credit Strengths

Leading Industry Player
 
¨    inVentiv believes that it is the market leader in most categories in which it competes:
  A small number of providers hold significant market share in each category / segment
  The rest of the industry is fragmented, with small providers developing niche services
¨    The Company grew its market share significantly over the past few years through strategic acquisitions and a broader service offering
¨    inVentiv is uniquely positioned to take advantage of market dynamics:
  Provides outsourced solutions at every stage of product cycle
  Can combine diverse offerings to provide innovative, customized solutions
  Breadth of service offering enables the Company to serve as a one-stop shop for outsourced marketing solutions; a competitive edge to win business from small-mid-tier pharma companies
¨    inVentiv’s client roster includes all 20 of the Top 20 global pharmaceutical manufacturers
  Their services are provided to over 200 unique pharmaceutical, biotech and life sciences companies
     
Proven Ability to Integrate
 
¨    Throughout its history inVentiv has demonstrated an ability to successfully identify and integrate strategic acquisitions, the most significant of which was inChord
  inChord has been a strong stand-alone performer nearly doubling its EBIT since 2005
  There has been virtually no senior management turnover. inVentiv has leveraged inChord’s management talent; Blane Walter, former inChord President and CEO, has been promoted to President of inVentiv
¨    inChord’s communications business has greatly diversified inVentiv’s revenues, clients and product offerings
  Post-transaction, inVentiv has generated 140 joint effort pitches between the communications and commercial segments with a win rate of approximately 25%
¨    inChord has served as an excellent platform for additional growth through tuck-in acquisitions
  inVentiv has purchased several complementary businesses: JSAI, Ignite, Chamberlain, Addison Whitney, and Adheris
     
Favorable Industry Dynamics
 
¨    The pharma outsourcing market is growing and substantial. According to Kalorama Information, global CSO revenues are expected to grow from $2.1 billion in 2001 to $5.2 billion in 2011, a CAGR of 9.5%. Similarly, according to Wall Street research, the CRO market is projected to reach $29.6 billion in 2010, from $8.2 billion in 2001, a CAGR of 15.6%
¨    The pharma outsourcing market is highly fragmented with a few major players, who hold the majority of market share, and several niche players who lack the scale and product base to provide deep cost savings and inVentiv’s ‘one-stop’ shop advantage
  Cost pressures continue to drive pharmaceutical companies to outsource functions traditionally managed internally
  Shorter product lifecycles and increased competition require differentiating products earlier and getting to market faster, while minimizing costs
  Increasingly complex product launch environment (audiences, media channels, regulatory guidelines, managed care) requires moving beyond standard launch tactics
     
Strong Financial Performance
 
¨    The Company has achieved rapid growth while expanding margins
  Over the 2003 – 2006 period, the Company grew revenues from $224 million to $766 million, representing a CAGR of 51%
  The Company has posted continuously improving operating margins that nearly doubled over the period from 2003-06, increasing from 8% to 14%
  CapEx requirements that have averaged less than 1% of sales in the last three years have resulted in superior cash flow generating capabilities

 
3


Key Credit Strengths (Continued)

Diverse Business Operations
 
¨    inVentiv has evolved from its roots as a pure-play CSO to a full provider of a broad range of integrated offerings from clinical through commercialization
  The Company offers a broad portfolio of services including staffing and recruiting, functional outsourcing, executive placement, advertising and communications support, patient pharmaceutical compliance programs and commercialization services
  In 2006, the Company generated over 110 joint pitches and referrals across all segments
¨    Following the inChord acquisition, inVentiv has diversified its business mix to offerings outside of sales teams and outside of its Commercial business in general
  For 2006, 47% of its revenue has been generated by its Commercial business, versus 65% in 2005
  In 2003 inVentiv’s sales team’s contributed 85% of operating profit, reduced in 2006 to 32%
¨    Since 2003, inVentiv has broadened its customer base from approximately 40 to over 200 unique clients
  The Company’s top 5 customers now represent 23% of revenue, compared to 61% in 2003
¨    Acquisitions of complementary services have shaped the Company into a turnkey sales/customer arm for hire, particularly useful to smaller companies not in a position to build  infrastructure internally
  Small and mid-tier companies now make up a majority of new product launches. The Company’s comprehensive offerings are uniquely designed to meet the needs of smaller companies
     
Proven and Experienced Management Team
 
¨    Senior management has been with the Company for an average of 10 years
¨    The executive team has extensive management and consulting experience within the healthcare industry. As former executives of acquired companies, the management team maintains extensive relationships throughout their specific verticals and are best positioned to manage inVentiv’s broad range of offerings across segments
¨    inVentiv’s management is highly experienced in identifying, acquiring and integrating both tuck-in and strategic acquisitions

 
Company Update Since inChord Acquisition
 
Since the acquisition of inChord in October 2005, inVentiv has been able to deliver on its proposed strategy, acquisition rationale and acquisition integration plans.
 
inVentiv’s acquisition of inChord in 2005 was a catalyst for growth and great success. inChord has been a strong stand-alone performer, nearly doubling its EBIT since 2005, far exceeding performance expectations while retaining all of its senior management. inChord’s communications business has greatly diversified inVentiv’s revenues, clients and product offerings, creating an opportunistic platform for organic growth by generating significant cross-selling. Post-transaction, inVentiv has generated 140 joint effort pitches between the communications and commercial segments with a win rate of approximately 25%. inChord has also served as an excellent platform for additional growth through tuck-in acquisitions, having purchased several complementary businesses: JSAI, Ignite, Chamberlain, Addison Whitney, and Adheris. inVentiv has seamlessly integrated inChord and leveraged its management talent, recently promoting Blane Walter, former inChord President and CEO, to President of inVentiv.
 
inVentiv has become a one-stop shop for pharmaceutical outsourcing
 
The acquisition of inChord was designed to help transform the Company into a full service pharmaceutical services company, filling a critical gap in communications and medical education. Subsequently, the Company has continued to build out its presence in each business segment through small tuck-in acquisitions. As a result, inVentiv now offers integrated solutions for every challenge across the product lifecycle.

4

 
 
inVentiv believes that it is the market leader in most categories in which it competes
 
A small number of providers hold significant market share in each category or segment. The rest of the industry is fragmented, with small providers developing niche services. In addition, inVentiv is uniquely positioned to take advantage of market dynamics by providing outsourced solutions at every stage of product cycle and combining diverse offerings to provide innovative, customized solutions. The breadth of service offerings enables the Company to serve as a one-stop shop for outsourced marketing solutions, which serves as a powerful competitive edge to win business from small to mid-tier pharmaceutical companies.
 

   
Clinical
Outsourcing
 
Strategic & ROI
Planning
 
Data
 
Communications
 
Sales Teams
 
Sales Support
 
Regulatory Compliance
 
Patient Assistance
 
Patient Compliance
 
Integrated
Solutions
Quintiles
 
 
 
 
 
 
             
PDI
             
 
                   
Cegedim
         
         
 
           
WPP
             
 
 
                   
Publicis
     
     
 
 
                 
 
IMS
     
 
                           
McKesson
         
 
             
       
inVentiv
 
 
 
 
 
 
 
 
 
 
 
 
 
inVentiv has become a well-balanced company with multiple platforms and sources of revenue
 
Following the inChord acquisition, inVentiv expected to be able to diversify its business mix into other offerings outside of sales teams and outside of its Commercial business in general. The Company expected the acquisition to reduce the sales teams division to less than 50% of inVentiv’s business operations. In 2006,  approximately 47% of inVentiv’s revenue was generated by its Commercial business, and a lesser portion by its sales teams division, versus 65% post inChord acquisition. inVentiv Communications, which was built on the inChord platform and augmented by subsequent acquisitions, represented approximately 34% of the Company’s 2006 revenue, versus 18% immediately post the inChord acquisition.

5


 
inVentiv has dramatically reduced customer concentration
 
Prior to the inChord transaction, inVentiv’s top 10 customers accounted for 70% of its revenues; post inChord this figure was reduced to 58% and now the Company’s top 10 customers account for less than 50% of overall revenue. In 2006, approximately 48% of the Company’s revenues were derived from its 10 largest clients. inVentiv has multiple discrete contracts reflecting various services and multiple decision-makers within each of these clients.
 
 
inVentiv’s broad range of service offerings provides an effective platform for organic growth
 
Leveraging industry dynamics and its ‘one-stop shop’ business model, the Company is pursuing a healthy new business pipeline which stands at over $300 million. The ability to combine diverse offerings to provide innovative, customized solutions to help clients differentiate their products, has led to a 50% new business win rate.
 
Significant cross-sell opportunities will continue to drive organic growth. With the acquisition of inChord, the Company identified significant cross-selling opportunities by leveraging strong customer relationships.:
 
 
¨
inVentiv Commercial: incremental $0.20-0.25 per $1.00 of sales teams gross profit
 
¨
inVentiv Communications: incremental $0.15-0.20+ per $1.00 of agency net revenues, and multiple agency – Adheris joint pitches
 
¨
inVentiv Clinical: actively leveraging staffing relationships for functional outsourcing opportunities
 
In addition, inVentiv has been able to generate strong early momentum in cross-selling between the commercial and the communication businesses. In the last 18 months, inVentiv Commercial and inVentiv Communications made 140+ joint pitches and/or referrals and had several early successes. Significant cross-sell potential remains, as 53% of clients utilize only one inVentiv segment.

6

 
Experienced acquirer of complementary businesses
 
Since the inChord acquisition, the Company has continued to broaden its services and scale through the acquisition of businesses. The Company has continued to make acquisitions adhering to a disciplined approach driven by key criteria:
 
 
¨
Strategic fit: clear contribution to one of inVentiv’s business segments (clinical, communications or commercial)
 
¨
Cultural fit: no loss of key managers and post-completion earn-outs to maintain performance at a high level
 
¨
Reasonable valuation: 4x – 9x of current year EBIT (on average 6.5x – 7.0x) up front and immediately accretive
 
Since 2004, inVentiv has successfully integrated over 13 acquisitions, with minimal loss of key senior managers or drop-off performance after planned exits. Management of acquired businesses have continued to perform at a high level, even after full payment of earn-outs.
 
Tuck-in acquisitions are an integral component of inVentiv’s growth strategy. The Company believes that tuck-in acquisitions add complementary top-tier capabilities to leverage across clients, enhance and further broaden revenue base, and strengthens management team with entrepreneurial talent. The chart below describes inVentiv’s recent acquisitions:
 
 

 
 
Note:
Does not reflect CCA, AWAC and certain other 2007 acqusitions
 
7

 
Overview of Recently Announced Acquisitions
 
   
Overview
 
Integration Strategy
 
2007E Financial Performance
 
Transaction Highlights
                 
 Chandler Chicco
 
¨     Leading independent healthcare public relations agency with a broad portfolio across pharma healthcare brands
 
¨     Strengthened inVentiv PR offering, significantly augments existing limited capability
¨     Significant opportunities for enhanced client access, referrals both ways
 
Approximate Revenue: $50 mm
 
 
Up-Front Consideration: $65.0 mm$65.0 mm
Cash: $52.0 mm
Stock: $13.0 mm5.4x
                 
AWAC
 
¨     Leading proprietary IT-driven cost containment and medical consulting solutions
¨     Proprietary AWAC & Fiscal Therapy software uniquely integrates longitudinal clinical data access and cost management services
 
¨     Accelerate commercialization of existing AWAC offerings
¨     Leverage core AWAC platform and build aggressively to national scale
¨     Capitalize on complimentary offerings and relationships
 
Approximate Revenue: $20 mm
 
 
Up-Front Consideration: $75.0 mm$75.0 mm
Cash: $70.0 mm
Stock: $5.0 mm8.3x
 
Summary Historical Financials
The financial information presented in this Memorandum is based upon the Company’s historical audited financial statements, which have been adjusted for certain nonrecurring and other normalizing items as described in “Normalizing Adjustments” of the Historical Financial Review Section.
 
VTIV – Historical Income Statement
 
 
2004
2005
2006
1Q2006
1Q2007
LTM   
3/31/07
Revenues
352.2
556.3
766.2
173.7
222.0
814.5
Growth
58.0%
37.7%
27.8%
             
COGS
279.7
417.0
546.7
124.8
162.8
584.8
Margin
79.4%
75.0%
71.4%
71.9%
73.4%
71.8%
             
SG&A
38.5
79.3
141.4
30.0
40.6
152.0
Margin
10.9%
14.3%
18.5%
17.3%
18.3%
18.7%
             
EBIT
34.2
60.0
78.1
18.9
18.5
77.7
EBIT Margin
9.7%
10.8%
10.2%
10.9%
8.3%
9.5%
 

 
Source: VTIV Form 10-Q and 10-K SEC Filings

8


Summary Terms
 
Term Loan

Borrower:
inVentiv Health, Inc. (the “Borrower”) 
Facility:
 
Revolving Credit Facility:
Term Loan:
Delayed Draw Term Loan:
$50.0 million
$330.0 million
$20.0 million
Incremental Facility:
$150.0 million
 
Indicative Pricing:
Revolving Credit Facility:
Aggregate Term Loan:
L + 175 bps
L + 175 bps
Maturity:
Revolving Credit Facility:
Aggregate Term Loan:
6.0 years
7.0 years
Commitment Fee:
Revolving Credit Facility:
Delayed Draw Term Loan:
37.5 bps
100 bps
Amortization:
Revolving Credit Facility:
Aggregate Term Loan:
None
1% per annum with remainder in last year
Guarantees and Security:
Substantially similar to existing Credit Agreement 
Mandatory and Optional Prepayments:
Substantially similar to existing Credit Agreement, with the addition of a one-year holiday on the excess cash flow sweep 
Financial Covenant:
Maximum Total Leverage of 4.0x, ratcheting down to 3.5x after 12/31/2009 
Affirmative and Negative Covenants:
Substantially similar to existing Credit Agreement 

 
9


Pro Forma Capitalization
   
 3/31/2007
   
 Pro Forma
Adjustments
   
 PF 3/31/2007
 
Cash on Balance Sheet
  $
46.3
    $
1.2
    $
47.5
 
                         
Revolver1
   
25.0
      (25.0 )    
 
Existing Term Loan2
   
164.0
      (164.0 )    
 
New First Lien Term Loan
   
     
330.0
     
330.0
 
New Delayed Draw Term Loan3
   
     
     
 
Capital Leases
   
31.4
     
     
31.4
 
Total Debt
   
220.4
             
361.4
 
Market Value of Equity4
   
1,109.3
     
29.2
     
1,138.5
 
Total Market Capitalization
   
1,329.7
             
1,499.9
 
                         
Summary Credit Statistics:
                       
PF LTM Adjusted EBITDA5
  $
117.5
    $
23.9
    $
141.4
 
PF LTM Capital Expenditures
                   
9.3
 
PF LTM Interest Expense
                   
23.9
 
                         
Leverage:
                       
Bank Debt / EBITDA
                   
2.3x
 
Total Debt / EBITDA
                   
2.6x
 
Total Debt / (EBITDA – CapEx)
                   
2.7x
 
                         
Coverage:
                       
EBITDA / Interest Expense
                   
5.9x
 
(EBITDA – CapEx) / Interest Expense
                   
5.5x
 
 
Notes:
1
Assumes $50.0 million Facility, undrawn at close, with $20.0 million paid down at the time of the transaction and $5.0 million paid down separately
2
Reflects current balance at time of transaction
3
$20.0 million Delayed Draw Facility, unfunded at close
4
Market value of equity is based on a fully diluted 31.1 million shares outstanding and a share price of $35.64 as of 6/8/07
5
Includes $23.9 million in acquisition and other one-time adjustments
 
 
10