CHICAGO, Feb. 14, 2018 /PRNewswire/ — Cars.com Inc. (NYSE: CARS) (“Cars.com” or the “Company”), a leading online automotive marketplace, today announced it has entered into a definitive agreement to acquire privately-held Dealer Inspire and Launch Digital Marketing (“LDM”), market-leading technology companies that provide digital solutions to automotive dealers, for $165 million in cash at closing with potential additional consideration based on future performance. Cars.com will supplement Dealer Inspire’s and LDM’s sales of innovative dealer technologies by integrating and distributing relevant digital solutions through the Company’s sales network for the benefit of its more than 20,000 dealer customers nationwide.
“Cars.com is an enabler to the retail dealer system, and with the acquisition of these innovative technology companies, we are well positioned to drive digital dealer solutions forward by providing the most comprehensive set of solutions for dealers to generate sales and efficiencies,” said Alex Vetter, President and Chief Executive Officer of Cars.com. “The acquisition of Dealer Inspire and LDM aligns with our strategy of integrating new capabilities and additional talent to accelerate organic growth, strengthen the retail experience, deepen dealer connections and improve clarity of attribution while generating additional cash flow and enhancing shareholder value.”
Dealer Inspire is an innovative technology leader that has been rapidly increasing its market share by providing progressive dealer websites, digital retailing and messaging platform products. LDM provides digital automotive marketing services, including paid, organic, social and creative services. These proprietary solutions are complementary extensions of Cars.com’s online marketplace platform and current suite of dealer solutions.
“I’m proud of what Dealer Inspire and LDM have built in the last few years, but we are not even close to reaching our potential,” said Joe Chura, co-founder and Chief Executive Officer of Dealer Inspire and LDM. “Cars.com provides us the data to enhance the intelligence of our current and future product offerings, and a much larger distribution than we have today. Cars.com also shares our mission of innovation and dealer advocacy and together we can drive our industry forward.”
Dealers will have access to even higher quality connections on Cars.com through the expanded offerings of Dealer Inspire with the following sophisticated solutions:
- Conversations℠, a powerful messaging platform with A.I. that creates a centralized hub for dealers to communicate with customers, improve quality and length of response time and decrease operating costs.
- Online Shopper, an end-to-end digital retailing solution, empowering shoppers to compare a wide range of financial considerations as they complete their purchase. Integrated with Conversations℠, dealers can guide shoppers through the transaction, instantly collaborate on terms and video chat for live, personalized vehicle tours.
In addition, this acquisition broadens the Company’s suite of dealer solutions with the following innovative offerings:
- Fuel, an inventory advertising program that dynamically creates customized ads and keyword lists based on real-time inventory data and logic. This program includes predictive shopper intent, maximizing dollars on what shoppers are most likely to buy.
- Website platforms that are custom-designed and flexible, supporting highly personalized digital campaigns. Dealer Inspire websites are built with intelligent technology that is easy to customize and self-manage and supported with preeminent customer service.
- LDM, customized marketing and customer acquisition solutions.
Dealer Inspire and LDM generated revenues of $41 million and adjusted EBITDA of $4 million in 2017 and have 1,700 customers serviced by 400 employees. Upon closing of the transaction, Dealer Inspire and LDM’s top management will join Cars.com and continue to lead these businesses. The Company expects approximately $55 million in annual revenue in 2018, with approximately 15% adjusted EBITDA margins from these businesses.
Financial Terms of the Transaction
The acquisition is expected to close in February 2018, subject to customary closing conditions. Under the terms of the acquisition agreement, Cars.com will pay $165 million in cash at the close. There are additional incentives up to $40 million for over-performance over a three-year period.
In addition to benefitting from continuing Dealer Inspire’s and LDM’s rapid growth as noted above, the Company expects to sell between $25 million and $30 million of annual incremental revenue through its existing sales team, contributing at least $10 million of annual incremental adjusted EBITDA by 2020. The acquisition is expected to be accretive to adjusted net income per share in 2018 and to GAAP EPS in 2019, reflecting intangible amortization.
“This acquisition is expected to be accretive to adjusted net income per share in 2018. Due to the flexibility of our current capital structure, we can borrow on our existing revolving credit facility at closing, while maintaining $155 million of availability,” said Becky Sheehan, Chief Financial Officer of Cars.com. “We generate ample cash flow to service the additional $6 million in annual interest expense from this borrowing.”
For the complete press release go here.