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Highbury Financial Inc. Announces Acquisition of the Balance of the Equity of Aston Asset Management LLC
Monday, August 10, 2009 11:55 PM


(Source: MARKETWIRE)trackingHighbury Financial Inc. ("Highbury") (OTCBB: HBRF) (OTCBB: HBRFW) (OTCBB: HBRFU)

 --  Estimated EBITDA increase of 82%      --  Estimated Cash Net Income increase of 78%      --  Estimated Cash Net Income per share increase of 19%      

Highbury Financial Inc. ("Highbury") (OTCBB: HBRF) (OTCBB: HBRFW) (OTCBB: HBRFU), an investment management holding company, announced today it has acquired the Series B units of Aston Asset Management LLC ("Aston"), Highbury's operating subsidiary, from Aston's minority interest holders ("Sellers"). The Series B units represent the entire minority equity interest in Aston, and Aston is now a wholly owned subsidiary of Highbury. To complete the transaction, Highbury issued $22.5 million of 4% perpetual preferred stock contingently convertible into Highbury common stock at $5.00 per share under a limited set of circumstances. The preferred stock will participate, on an as converted basis, in all cash dividends payable on shares of Highbury common stock, with such dividends reducing the 4% dividend payable on the preferred stock. The dividend per share as converted is equal to the greater of the current or future common stock dividend per share. As holders of the newly issued preferred stock, the Sellers will have the right to elect a number of directors equal to 25% of the total number of Highbury's directors on its Board of Directors (the "Board"), subject to reduction when more than 50% of the issued preferred stock is converted to common stock. In addition, the holders of preferred stock, voting together with the holders of common stock, shall be entitled to 25% of the votes, subject to dilution and reduction upon any conversion of preferred stock, on a merger, sale of all or substantially all of the assets, dissolution or charter amendment.

Following the transaction, the Aston employees will continue to direct the day-to-day operations of Aston. In addition, Aston will continue to operate under a revenue share arrangement whereby 72% of total revenues, the operating allocation, will be used to pay the operating expenses of the business. The remaining 28% of revenues, the owners' allocation, will be distributed to Highbury on a quarterly basis, up from 18.2% of revenues before the acquisition.

As of July 31, 2009, Aston had approximately $5.6 billion of total assets under management. In 2009, Aston's mutual fund assets under management have risen from $3.5 billion as of December 31, 2008 to $5.4 billion as of July 31, 2009, an increase of 54%, from a combination of (i) positive market appreciation and other adjustments, including distributions of income and gain, reinvestments of distributions, and other items, of approximately $745 million and (ii) net client inflows, which represent aggregate contributions from new and existing clients less withdrawals, of approximately $1,266 million. As of June 30, 2009, 87% of Aston's mutual fund assets under management were in mutual funds rated with four or five stars by Morningstar, Inc.

The acquisition is expected to be highly accretive to Highbury's stockholders. In June 2009, Aston earned annualized revenue of approximately $37.9 million. This implies an annualized revenue share to Highbury of approximately $6.9 million and an annualized revenue share to the Sellers, which Highbury acquired in this transaction, of approximately $3.7 million. Based on a valuation of the preferred stock at par, the purchase price represents 6.1x the annualized June 2009 distributions acquired. Using Highbury's actual 2008 direct operating expenses of approximately $2.4 million as an estimate of Highbury's ongoing operating expenses, excluding unusual expenses related to minority dissident stockholder activity which cannot be presently estimated but could be substantial, Highbury's estimated Adjusted EBITDA (based on annualized results for June 2009) increases 82.0% from $4.5 million to $8.2 million, estimated Cash Net Income (based on annualized results for June 2009) increases 78.3% from $3.6 million to $6.4 million, and estimated Cash Net Income per share (based on annualized results for June 2009) increases 19.3% from $0.40 to $0.47. As a result of the transaction, Highbury's stockholders will now benefit to a greater degree in the growth and development of Aston.



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