The company has two primary segments in the US: InStore of revenu and AtHome revenue with the remainder of revenue

News America Marketing has officially evolved into Neptune Retail Solutions – the premier marketing partner of some of the world’s most well-known brands. Our broad network of shopper media, incentive platforms and custom merchandising services influence the purchasing decisions of online and offline shoppers at over 47,000 retail locations throughout the U.S. and Canada – primarily under the SmartSource brand name and Checkout 51 mobile app.

News Corp Announces Sale of News America Marketing to Charlesbank Capital Partners
Cash proceeds of up to approximately $235m, with News Corp option to retain up to 15% interest in NAM; Divestment is part of News Corp’s simplification strategy and will increase transparency within the News & Information Services segment, highlighting the value of key assets

March 31, 2020 09:10 AM Eastern Daylight Time
NEW YORK–(BUSINESS WIRE)–News Corp today announced that it has entered into a definitive agreement to sell its News America Marketing business (“NAM”) to Charlesbank Capital Partners, a private equity firm with offices in Boston and New York.

“We are excited to be acquiring NAM and look forward to working with the management team, employees and partners to further build this business and significant brand”

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The agreement follows a strategic review of NAM as part of News Corp’s ongoing efforts to optimize its portfolio and simplify the structure of the Company.

Under the terms of the agreement, News Corp will receive cash consideration of up to approximately $235 million, comprised of $50 million in cash upon closing of the transaction and additional deferred cash payments in an aggregate amount of between $125 million and approximately $185 million, depending on the timing of such payments. The deferred consideration is payable on or before the five-year anniversary of closing. Additionally, News Corp has the opportunity to benefit from NAM’s future success through an option to retain up to 15% equity in the business (5% at closing and 10% five-year warrant). The purchase price is subject to customary working capital and other adjustments. Please see News Corp’s Form 8-K to be filed with the Securities and Exchange Commission for more information.

“After evaluating the strategic options, our Board has determined that the sale of NAM to Charlesbank is the best course of action to enhance shareholder value and to simplify the structure of News Corp. We expect that the transaction will enable us to highlight the value of our other properties, including Dow Jones,” said Robert Thomson, Chief Executive of News Corp.

“When NAM was established, it was dependent on the distribution of coupons via newspaper inserts, but, in recent years, the in-store and digital segments have expanded substantially. The continued strong performance of supermarkets and consumer goods, both core clients of NAM, suggests that the company will have a successful future under its new ownership,” said Mr. Thomson.

“We are excited to be acquiring NAM and look forward to working with the management team, employees and partners to further build this business and significant brand,” said Brandon White, Managing Director of Charlesbank. “We are committed to investing the resources required to enhance NAM’s growth, including installing Bill Redmond as CEO of NAM after the transaction closes. Since 1996, Bill has served as a CEO, Director and Advisor at over twenty companies, public and private, with a record of building substantial shareholder value through a combination of operating efficiency and growth through product, consumer and customer development. From 1981-1996, Bill held every level of sales leadership roles at Procter & Gamble, PepsiCo and Quaker Oats. Bill has also demonstrated successful leadership in take-private transactions and most recently was President & CEO of Innocor, Inc., one of the largest polyurethane foam and foam finished product manufacturers in North America. We feel confident that the company will exceed the expectations of customers, employees and suppliers in the months ahead.”

The transaction, which is expected to close in the fourth quarter of fiscal 2020, is subject to regulatory approval and customary closing conditions.

Allen & Company LLC served as financial advisor and Gibson, Dunn & Crutcher LLP served as legal counsel to News Corp in connection with this transaction. RBC Capital Markets served as financial advisor and Goodwin Procter LLP served as legal counsel to Charlesbank in connection with this transaction.

About News Corp

News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The company comprises businesses across a range of media, including: news and information services, subscription video services in Australia, book publishing and digital real estate services. Headquartered in New York, News Corp operates primarily in the United States, Australia, and the United Kingdom, and its content and other products and services are distributed and consumed worldwide. More information is available at: http://www.newscorp.com.

About News America Marketing

News America Marketing (NAM) is the premier marketing partner of some of the world’s most well-known brands, and its broad network of shopper media, incentive platforms and custom merchandising services influences the purchasing decisions of online and offline shoppers across the U.S. and Canada. The business has comprehensive in store marketing media options in over 60,000 stores in the US and Canada, and reaches households across the country with circulation of more than 60 million through nearly 2,000 publications. In addition, the business has a digital media network, powered by first-party shopper data, including programmatic display, email, social and video to help brands and retailers connect with consumers. Headquartered in New York, NAM has a sales force of more than 300 people in 12 offices across the US and Canada. The business can be visited online at www.newsamerica.com.

About Charlesbank

Based in Boston and New York, Charlesbank Capital Partners is a middle-market private equity investment firm managing more than $7 billion of capital. Charlesbank focuses on management led buyouts and growth capital financings and also engages in opportunistic credit and technology investments. The firm seeks to partner with strong management teams to build companies with sustainable competitive advantage and excellent prospects for growth. For more information, please visit www.charlesbank.com.

Forward-Looking Statements

This release contains forward-looking statements based on current expectations or beliefs, as well as assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this release and include statements with respect to, among other things, the expected timing for the completion of, and the potential benefits from, the sale of the Company’s News America Marketing business. Readers are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Many factors, such as the risks and uncertainties related to the parties’ efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the sale, as well as continued uncertainty caused by the new coronavirus pandemic, could cause actual results to differ materially from those described in these forward-looking statements. The forward-looking statements in this release speak only as of this date and the parties undertake no obligation (and expressly disclaim any obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

News America Marketing, a subsidiary of global publisher News Corp., provides marketing services primarily through newspaper inserts and in-store coupon displays. The company publishes SmartSource Magazine, the largest newspaper insert in the US (it reaches nearly 70 million households in more than 1,500 newspapers); its SmartSource Price Pop Guaranteed offers shoppers coupons on the shelf near a product; overall the SmartSource brands reaches more than 150 million consumers each week. News America Marketing’s other services include promotional products, merchandising, database marketing tools, and online promotions. It owns 12 offices throughout North America and one in New Zealand.

Business
Neptune Retail Solutions (fka, News America Marketing, or NAM) is a leading provider of shopper marketing services across the US and Canada, serving many of the world’s most well-known brands. The company has two primary segments in the US: InStore (~51% of revenue) and AtHome (~37% of revenue), with the remainder of revenue split between digital marketing and Canada. The InStore segment provides marketing products and services to consumer packaged goods (CPG) companies through a network of thousands of retail locations, with products that include sign and display advertising and shopping cart advertising. The AtHome segment prints and distributes marketing and incentive products (e.g., coupon books) for CPG companies and retailers, mainly via newspapers and US mail. Neptune currently has a network of over 60,000 retail locations and a field work force of over 4,000 to execute in-store advertising. Its diverse customer base includes more than 500 CPG customers and over 100 retailer partners.

Charlesbank Investment
Charlesbank acquired Neptune Retail Solutions in May 2020 from News Corp. Because of the disruption from COVID-19 and secular headwinds in its AtHome segment, the transaction was structured carefully to preserve value, with over 70% of the purchase price in the form of a 5-year paid-in-kind (PIK) seller note. Based on our extensive experience with corporate carve-outs, we believe there is substantial opportunity to optimize Neptune’s operations as a standalone company. Charlesbank appointed Bill Redmond, a seasoned turnaround executive, to serve as CEO of Neptune and undertake an ambitious value creation plan.

News Corp NWS -0.48% agreed to sell News America Marketing, its coupon-publishing unit, for about $235 million in cash to the private-equity firm Charlesbank Capital Partners as the media company looks to focus on core areas of its business.

Under the transaction, which is expected to close in the fourth quarter, News Corp would have the option to keep up to a 15% equity in the business, with 5% at closing and a 10% five-year warrant, the company said Tuesday. News Corp owns Dow Jones, publisher of The Wall Street Journal.

The transaction includes $50 million in cash upon its closing and deferred payments of between $125 million and around $185 million, due five years after the deal closes.

News America Marketing creates in-store and publication coupon inserts. It helps brands promote goods at stores in the U.S. and Canada through displays, signs and shopping-cart ads. It also helps businesses reach consumers through its library of purchase data from millions of shoppers in its database.

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News America Marketing has for years dominated the market for such services, but it has also been the target of litigation. In 2016, the company reached a $250 million settlement in a lawsuit brought by several major consumer brands that accused News America Marketing of monopolistic practices and overcharging for in-store discount advertising. News Corp denied any wrongdoing.

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News Corp said last year it was reviewing options for the unit to focus on goals such as the creation and distribution of content and global digital real-estate services.

“The continued strong performance of supermarkets and consumer goods, both core clients of NAM, suggests that the company will have a successful future under its new ownership,” Chief Executive Robert Thomson said Tuesday.

For the last three months of 2019, the unit recorded revenue of $191 million, or 7.7% of News Corp’s overall revenue.

News America Marketing High Paying Jobs, Compensation Information and Expert Network Connections
lightbulbWhat are the highest paying jobs at News America Marketing?
News America Marketing, often referred to as just News America, is a marketing business owned by News Corp. It publishes SmartSource Magazine, a weekly consumer-branded newspaper insert offering advertising and coupon promotions, delivered in over 1,600 newspapers in the U.S. and is one of three companies in the United States that control almost all the in-store ads and grocery coupons in the United States.

One major division of the company is SmartSource iGroup, formed in 2000 from acquisitions and investments and runs the company’s online couponing site, www.smartsource.com, in addition to other interactive consumer businesses like sampling and direct mail. The SmartSource brand began in 1998.

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