Actionable news
All posts from Actionable news
Actionable news in CTCT: Constant Contact, Inc.,

Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material




Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ¨ Filed by a party other than the Registrant x

Check the appropriate box:

Constant Contact, Inc.

(Name of Registrant as Specified In Its Charter)

Endurance International Group Holdings, Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Filed by Endurance International Group Holdings, Inc.

Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended

Subject Company: Constant Contact, Inc.

Commission File No.: 001-33707

Transcript of Endurance International Groups 2015 third-quarter results conference call

November 2, 2015, 8:00 a.m. EST


Angela White Endurance International Group Holdings, Inc. - Director of IR

Hari Ravichandran Endurance International Group Holdings, Inc. - Founder & CEO

Marc Montagner Endurance International Group Holdings, Inc. - CFO


Brian Essex Morgan Stanley - Analyst

Gregg Moskowitz Cowen and Company - Analyst

Brian Fitzgerald Jefferies & Company - Analyst

Jason Helfstein Oppenheimer & Co. - Analyst

Stephen Ju Credit Suisse - Analyst

Gray Powell Wells Fargo Securities - Analyst

Mitch Bartlett Craig-Hallum - Analyst

Deepak Mathivanan Deutsche Bank - Analyst



Good day, ladies and gentlemen, and welcome to the Endurance International Groups 2015 third-quarter results conference call. (Operator Instructions). As a reminder, this conference is being recorded. I would like to introduce your house for todays conference, Miss Angela White, Director of Investor Relations. Maam, you may begin.

Angela White - Endurance International Group Holdings, Inc. - Director of IR

Thank you. It is my pleasure to welcome you to our third-quarter 2015 earnings call. First we will go through some prepared remarks after which we will turn to Q&A.

We have prepared a presentation to accompany our comments which is available at the Investor Relations section of our website at While not necessary to follow along, we recommend referencing the presentation slides alongside our prepared remarks.

As is customary, let me now read the Safe harbor statement. Statements made on todays call will include forward-looking statements about Endurances future expectations, plans and prospects. All such forward-looking statements are subject to risks and uncertainties.

Please refer to the cautionary language in todays earnings release and the announcement of the Constant Contact acquisition and to our Form 10-Q filed with the SEC on August 7, 2015 for a discussion of the risks and uncertainties that could cause our actual results to be materially different from those contemplated in these forward-looking statements.

Endurance does not assume any obligation to update any forward-looking statements. This communication is being made in respect of the proposed transaction involving Constant Contact and Endurance. A special stockholder meeting will be announced soon to obtain stockholder approval in connection with the proposed merger between Constant Contact and Endurance.

Constant Contact expects to file with the SEC a proxy statement and other relevant documents in connection with the proposed merger. The definitive proxy statement will be sent or given to the shareholders of Constant Contact and will contain important information about the proposed transaction and related matters.

Investors of Constant Contact are urged to read the definitive proxy statement and other relevant materials carefully and in their entirety when they become available because they will contain important information about Constant Contact, Endurance and the proposed merger.

Investors may obtain a free copy of these materials when they are available and other documents filed by Constant Contact with the SEC at the SECs website at, at Constant Contacts website at or by sending a written request to Constant Contact at 1601 Trapelo Road, Waltham, Mass 02451, Attention Investor Relations.

Constant Contact, Endurance and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from Constant Contact stockholders in connection with the proposed merger.

Information regarding Constant Contacts and Endurances directors and executive officers is set forth in their respective definitive proxy statements for their respective 2015 annual meeting of stockholders and their respective most recent annual reports on Form 10-K.

Information regarding other persons who may under the rules of the SEC be considered to be participants in the solicitation of Constant Contact stockholders in connection with the proposed merger will be set forth in Constant Contacts definitive proxy statement for a special stockholder meeting.

Additional information regarding these individuals and Constant Contacts and Endurances respective directors and executive officers and any direct or indirect interest they may have in the proposed merger will be set forth in the definitive proxy statement when and if it is filed with the SEC in connection with the proposed merger.

During this call we will present several non-GAAP financial measures including adjusted EBITDA, unlevered free cash flow unlevered free cash flow as reported, free cash flow, adjusted revenue and average revenue per subscriber.

A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures is available in a presentation located in the Investor Relations section of our website. With that I will turn you over to Harry Ravichandran, our Founder, President and CEO.

Hari Ravichandran - Endurance International Group Holdings, Inc. - Founder & CEO

Thanks, Angela. Good morning, everyone, and welcome to our third-quarter 2015 earnings call. Before providing commentary on Q3 I would like to discuss the Constant Contact transaction that we announced this morning concurrent with the earnings release.

We are very excited about the transaction, the Company, its offerings in how it fits with Endurance. Strategically this acquisition combines two companies focused on helping SMBs grow and succeed via online services and products. We share much in common such as our technology capabilities and our enthusiasm for small business success, but we also see an opportunity to bring together our different competencies.

As some of you know, Constant Contact is a leading online marketing platform targeted at helping SMBs and nonprofits grow their enterprises through a suite of products such as email marketing campaigns, event management and contact management. We at Endurance have historically focused on other SMB online services primarily through our Web presence solutions.

Typically, once SMBs are set up and running, key on their list of priorities is growing their business. In order to address these needs over the years weve expanded our offerings and provided tools such as security, backup and e-commerce solutions, but have done so primarily by means of partner offers through our distribution platform. With this transaction we see continued opportunity to expand our position as a provider of complete end-to-end Web presence and marketing solutions for SMBs.

Endurances 4.5 million subscribers on platform will now have access to a full suite of Constant Contact products and other services. Outside of the Endurance space, Constant Contact will have access to our healthy subscriber acquisition funnel and capabilities in marketing to SMBs, thereby enhancing their subscriber acquisition economics.

We also believe that Endurances experience promoting multiple brands targeted at specific SMB segments positions us well to potentially provide further adaptations of Constant Contact products through alternative brands while continuing to offer the higher engagement products Constant Contact currently offers.

The transaction also benefits us through scale, both operationally and financially. We expect that this will come from leveraging the fixed costs, the sharing of talent and technology and product, and the reduction of redundant costs which Marc will discuss in his section.

Additionally, as our scale continues to build we believe we will be able to leverage our position in technology, marketing channels and product to support longer-term growth and value creation for our subscribers. The transaction is expected to bring Endurance to over $1 billion of estimated combined pro forma 2015 adjusted revenue and approximately $350 million of estimated pro forma 2015 adjusted EBITDA.

On a combined pro forma basis for fiscal 2016 we expect our adjusted revenue to grow at low-double-digits year over year and adjusted EBITDA to reach approximately $400 million. This positions us ahead of our original pace on our journey to reaching our longer-term adjusted EBITDA and free cash flow goals.

In addition to scale we are excited that the Constant Contact team will be joining us and bringing complementary focus and capabilities in areas that we see as an extension of Endurances competencies. We have historically focused more on our marketing network and distribution platform and to a lesser degree on product development.

Constant Contact has focused more on product and specifically on user experience, robust subscriber analytics and engagement models. Their extraordinary understanding of the SMB market is a result of focus and investment in understanding the needs and addressing the problems SMBs face as they build their businesses.

We believe that the addition of these capabilities to our strong foundation will enhance our standing as a leader in online SMB services as we have expanded beyond Web presence to a full suite of products and services that are essential for SMBs in their journey to success.

While we believe the transaction will create many opportunities for future benefit, we have already seen many positives coming from our existing partnership with Constant Contact. We have known each other for many years and have partnered on different programs. We are excited by the cross-sell opportunities associated with adding Constant Contacts products and feel very comfortable that there is a considerable appetite within our subscriber base for their suite of products.

As a result of a program we launched earlier this year, we are now driving approximately 5% of Constant Contacts new unique customer additions. Further, after initial analysis we are excited about the strong recurring revenue and high retention rates of the subscribers using the Constant Contact product.

To slide six. Turning for a moment to our historic acquisitions and our track record, Endurance has completed over 40 acquisitions of varying sizes and strategic purposes since we started the business and we believe that M&A is one of our core competencies.

Constant Contact will continue to operate as its own distinct brand and join other brands in the Endurance portfolio that serve the large, fragmented SMB online services market. We believe that our approach to operating a portfolio brand under one umbrella facilitates a united framework for management of operations, creating scale efficiencies in the organization.

Regardless of whether or not an acquisition skews more towards a growth profile or a cash flow profile, we have been able to achieve improved efficiencies as we integrate their operations into the existing Endurance technology and distribution platform.

Now to details of the transaction. We signed a definitive agreement for the purchase of outstanding Constant Contact shares at $32 per share in an all cash transaction. With approximately 32 million shares outstanding, the total transaction is valued at $1.1 billion.

The valuation translates into approximately 12 times estimated 2015 adjusted EBITDA including cash on their balance sheet at closing and before factoring in synergies. Assuming annualized run rate synergies in addition, the multiple is closer to 7 times estimated 2015 adjusted EBITDA.

In 2015 we expect a combined pro forma adjusted revenue of approximately $1.1 billion and combined pro forma adjusted EBITDA of approximately $350 million. We expect cost savings of approximately $55 million by the end of year one on a run rate basis. For 2016 on a combined pro forma basis we expect 10% to 12% year-over-year growth in adjusted revenue and adjusted EBITDA of approximately $400 million.

This transaction is expected to generate double-digit accretion to free cash flow. Financing for the transaction has been fully committed. We expect the transaction to close in the first quarter of 2016 contingent upon approval from Constant Contact shareholders, antitrust clearance and other customary closing conditions. The transaction is also subject to a go shop period that ends on November 21, 2015.

When we think about the SMB online services space and Endurances place in the landscape, we believe that our low-cost subscriber onboarding funnel sets us apart, leveraging our strong word of mouth and partner network to drive subscribers onto multiple brands supporting multiple product segments. Once on our platform we drive value with the subscribers via multiple touch points to provide them a more comprehensive Web presence a solution. Over the years every aspect of the strategy has expanded as you can see on slide 8.

As these SMBs grow their business they look for tools and services that help them meet their goals. Constant Contact has been a leading online marketing platform that focuses on helping SMBs and nonprofits grow with a suite of products and services aimed at helping their customers reach their growth and marketing goals.

The Company was founded in 1995, went public in 2007 and has continued to be a category leader in SMB online marketing services. We believe that Constant Contacts core product still has less than 30% penetration in our target SMB market and still has significant room to grow.

In addition to email marketing, the Company has added other tools to its suite including surveys, event management, contact management and reporting. Again, we are very excited to bring their talent and capabilities to our portfolio of brands and excited at the prospect of offering our subscribers a more comprehensive suite of solutions that addresses the wide range of their online marketing needs.

Our focus on Web presence space has allowed us to grow the business and realize the scale benefits that come with a growing base of millions of subscribers and addressing their expanding needs. The acquisition of Constant Contact allows us to build on this model providing both our subscribers and theirs with access to a full suite of products and services and creating future opportunities for cross sell over the lifetime of a subscriber. We believe that with the addition of these important tools for SMBs we have a long runway to provide additional value.

Slide 11. Turning now to the Endurance business, we delivered a solid quarter with results that were within our range of expectations which Marc will review in more detail in his section. In addition to the Constant Contact acquisition, we continue to focus on core business initiatives and expanding the gateways to our platform through products and services other than traditional hosting. We see positive indicators and our site builder joint venture and other products such as security solutions.

Internationally we continue to increase efforts and have invested in building out our teams to support Brazil on our recent Mexico site launch. Third-quarter Revenue in the international business was 38%, similar to Q3 of last fiscal year. Our current marketing partnership with Constant Contact continued to perform well.

Also on the M&A front during the quarter we acquired a data center and Provo, Utah which we believe will allow us to better align our technology operations and data center support. Over time as we complete the integration of the data center we expect to see approximately $7 million of annualized savings.

We feel confident that the investments weve been making in these core business initiatives will drive growth in fiscal 2016. We had expected some of these initiatives would bear results in the fiscal year. However, full launch of some products such as cloud hosting and optimized WordPress have been...