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Transactions

May 2009
has sold
New York, New York
to
New York, New York


Background

Standard & Poor’s (“S&P”), a subsidiary of The McGraw-Hill Companies (NYSE:MHP), is a leading global provider of credit ratings, indices, risk evaluation, and investment research. Vista Research is one of the world’s premier expert networks – a research service for institutional investors, consultants, and corporations that allows them to connect with industry experts. When S&P acquired Vista, the theory was that the Vista business, which targeted US and European hedge funds and asset managers, would be a complement to S&P’s other, more analytical equity-research-related products, which targeted many of the same clients.

Three years later, a strategic review by new S&P management concluded that the synergies between Vista and S&P were illusory. S&P Management decided to focus on more quantitative forms of research and to divest Vista. That’s when they called M&A.



Overview

Initially, M&A helped S&P conduct a traditional disciplined sales process. M&A worked with management to prepare a confidential information memorandum, to populate a virtual data room with due diligence items, to identify likely buyers and to generally manage a sale “process”.

This effort led to discussions with about a dozen potential partners and generated multiple indications of interest. Then, the meltdown in financial markets interrupted the process. The lead prospective buyer was itself acquired in an unexpected transaction; two other prospective purchasers faced their own mortality; and the US Hedge fund market was in turmoil. M&A and S&P agreed to withdraw the company from the market for a few months until the market turmoil settled.

Three months later, with a (slightly) calmer market environment, a set of revised financial projections, and some evidence that Vista’s market (and customer base) was largely intact, M&A renewed the process. This time, M&A targeted the four most likely strategic acquirers and invited them to get a sense of how well the Company was coping with a radically changed world. Two months later, three of the four firms submitted indications of interest. Shortly thereafter, S&P completed the all-cash sale of Vista to Guidepoint Global, an expert network company with a focus and leadership position in healthcare.

Guidepoint’s acquisition of Vista created a broad-based expert research firm with strengths in: technology, telecommunications, media, financial services, energy, retail, and healthcare, among others. The sellers, S&P, were pleased because the transaction was completing during turbulent times and the employees were able to transition to a new environment in which they had a stronger chance for success. The buyer and the employees were happy because the combined company would have the technology, scale, people, offices, geographic presence and resources to compete successfully, globally.

M&A Role

Marlin & Associates New York LLC managed the process, assisted in the negotiations, and acted as the exclusive strategic and financial advisor to Standard & Poor’s in the sale of Vista Research.

Press

Standard & Poor's, A Division of McGraw-Hill, Sells Vista Research to Guidepoint Global

May 22, 2009

New York, NY (May 22, 2009): Marlin & Associates (M&A), the New York–based boutique investment banking and strategic consulting firm specializing in acquisitions and divestitures of U.S. and international middle–market technology, information and business services firms, today announced its most recent transaction: the sale of Vista Research to Guidepoint Global.

Marlin & Associates initiated this transaction, helped manage the process, assisted in the negotiations and acted as exclusive strategic and financial advisor to Standard & Poor’s, a division of The McGraw–Hill Companies.

"We are pleased to have helped S&P to develop and evaluate strategic alternatives for Vista, and to advise them on this transaction," said Ken Marlin, M&A’s managing partner. "Vista and Guidepoint are among the leading expert networks in the country. Their strengths are complementary, and the combination should bring considerable benefits to the customers and employees of both organizations. Together, they should be a formidable presence in the industry."

According to the Guidepoint press release: The strategic combination of over 130,000 global experts creates one of the largest industry networks in the world, strengthening Guidepoint’s leadership in the expert network field and building on its healthcare expertise with Vista’s depth and breadth in Technology, Media, Telecommunications, Energy, Industrials, Retail, Financial Services, and Leisure and Gaming sectors. Additionally, the complementary union provides clients with a global reach through offices and dedicated recruiters in the United States, Europe, and Asia. With the acquisition of Vista Research, Guidepoint Global will expand its team of client service professionals and recruiters to support a client base that includes many of the world’s leading private equity firms, mutual funds, hedge funds, strategy consultancies and multinational companies.

"In the current economic climate, investors and business decision makers are increasingly seeking on–demand knowledge and insights through expert networks," said Albert Sebag, CEO of Guidepoint Global. "Guidepoint’s acquisition of Vista, a pioneer in the expert network field, gives our clients access to one of the most comprehensive primary research networks in the world, delivered with the single–minded focus on customized service that they have come to expect."

According to the McGraw–Hill press release: "The divestiture of Vista Research advances our business portfolio management strategy of directing resources to businesses where we have the best opportunities for achieving significant financial growth, higher margins and market leadership," said Harold McGraw III, chairman, president and chief executive officer of The McGraw–Hill Companies. "This will allow us to bring even greater focus to expanding Standard & Poor’s Investment Services position as the world’s leading provider of independent investment research, analysis, data and opinions for investment managers and advisors."

About The McGraw–Hill Companies

Founded in 1888, The McGraw–Hill Companies is a leading global information services provider meeting worldwide needs in the financial services, education and business information markets through leading brands such as Standard & Poor’s, McGraw–Hill Education, BusinessWeek and J.D. Power and Associates. The Corporation has more than 280 offices in 40 countries. Sales in 2008 were $6.4 billion.

About Guidepoint Global, LLC

Guidepoint Global is a leading primary research firm founded in 2003 providing customized information solutions in the Healthcare, Technology, Media, Telecommunications, Energy, Industrials, Consumer Goods & Services, and Financial Services sectors. Clients include some of the world?s leading private equity firms, mutual funds, hedge funds, strategy consultancies and multinational companies. Through phone consultations, face–to–face meetings, custom surveys, and proprietary data products, coupled with an industry–leading compliance platform, Guidepoint provides its clients with the insight required to make informed decisions.

About Vista Research, Inc.

Founded in 2001, Vista Research, Inc. is a pioneer in the expert network field supporting institutional money managers, corporations and legal and consulting firms. Vista Research provides its clients with an efficient and unique opportunity to gain direct insight into a particular company or industry by connecting its clients with members of the Society of Industry Leaders, a global network of leading experts and prominent industry professionals.

About Marlin & Associates

Founded in 2002, Marlin & Associates New York LLC (“M&A”) is a boutique investment banking and strategic consulting firm focused on providing highly strategic, transaction–related services to U.S. and international middle–market firms engaged in technology, information, online media and business services. The firm is based in New York City, with offices in Washington, DC and Toronto, Canada.

The firm has been the recipient of numerous awards, including “Middle Market Investment Banking Firm of the Year,” “Middle Market Financing Agent of the Year – Equity” and numerous “Deal of the Year” awards. M&A’s professionals have advised on over 200 successfully completed transactions in the technology and information services sector.

For more information, go to www.MarlinLLC.com.

CONTACT:

(212) 257–6300 | Contact@MarlinLLC.com | www.MarlinLLC.com

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