Columbia West Capital - Transaction Case Study
Nutraceutical International Corporation acquisition of the LifeTime division of Baywood International

 

Transaction

  • Baywood International Inc. (OTCBB:BYWD), a small public company, engages in the development, marketing, and distribution of nutraceutical products under the LifeTime brand.  Additionally, Baywood has an emerging line of ready-to-drink tea beverages under the New Leaf brand.
  • Baywood wanted to raise capital to restructure its balance sheet in preparation for planned growth of its New Leaf Tea product line, and desired to sell the LifeTime division
  • Nutraceutical International (NASDAQ:NUTR), a $160 million revenue public company,  is one of the nation's largest manufacturers and marketers of quality branded nutritional supplements sold to health and natural food stores under a wide portfolio of brands

Challenges

  • Baywood had a distressed capital structure with near term maturing debt
  • Baywood required a high level of cash consideration, and a quick and efficient deal turn around in order to satisfy creditors
  • Difficult to create a fully competitive marketing process given the relative small size and nature of the asset, with limited strategic buyer universe and small size (sub $2 million in EBITDA precluded many financial buyers)
  • Locating the right acquirer who could further develop the brand
  • Midway through the deal, Baywood’s lender was put into receivership by the FDIC impeding negotiations relating to potential debt repayment

Solution

  • CWC successfully negotiated “Adjustments” to transaction EBITDA and improvements in the purchase multiple, allowing for an overall attractive valuation, more cash at closing and a shorter timeline to closing
  • CWC created a sufficiently competitive market to achieve an attractive outcome for Baywood
  • CWC successfully closed the transaction allowing Baywood to improve its capital structure and better position themselves to grow the New Leaf Tea brand