2008 was truly like a “Tale of Two Cities.” The first three quarters of the year had respectable economic growth and resulting mergers activity. However, the fourth quarter was a completely different story, as the economy ground to a halt, along with the M&A markets. While it has been a very challenging year, to say the least, it was one that brought out the best in JEGI’s tenacious team of bankers, not to mention our professional and support staff. We succeeded in closing 17 deals for the year, including three in the fourth quarter, when few deals were completed. This included the sale of online behavioral ad network acerno to Akamai for $95 million, the sale of Staffing Industry Analysts, the premier data and research provider for the temporary workforce, to Crain Communications, and the sale of BZ Media’s Software Test & Performance group to Redwood Collaborative Media.

The upheaval in the general economy and financial markets in recent months has certainly changed the pace and profile of M&A, as compared to the past few years. The slumping ad market has also furthered the divide between traditional media and new online media and information businesses. Forecasters are predicting negative growth through 2010 for a number of sectors (e.g., newsletters, consumer magazines, business magazines).

On the other side of the divide, the four most promising sectors that JEGI covers – Database & Information, B2B Online Media, Consumer Online Media and Interactive Marketing Services – are expected to garner 88 cents of every growth dollar in US Media from 2007 to 2010. We are especially bullish on marketing services, because we anticipate that the advertising slowdown will alter marketing spending patterns and surface many compelling M&A opportunities. We expect CMOs to funnel leaner budgets away from “above the line” brand awareness to “below the line” marketing to drive leads, directly impact sales and quickly shift market share.

Technology will play a decisive role in this transition, and recurring revenue models will prevail. We anticipate keen interest and increased M&A activity in such sectors as customer contact, loyalty and CRM, and interactive advertising optimization, as well as market research and information solutions. Media models that generate large audiences at an efficient cost should also be in demand.

Looking ahead, we’re of the opinion that M&A activity will begin to rebound toward the end of Q1 2009, as the US continues to take measures to ease the credit crunch, and return liquidity, stability and confidence to the financial markets. On December 16, the Federal Reserve slashed interest rates to an historic low range of 0% to .25%, from 1%, and signaled that rates will be kept low for some time. The Fed’s decision to cut rates, while expanding its balance sheet by buying Treasury bonds and mortgage backed securities, herald its entry into quantitative easing, a tool of monetary policy that effectively means the central bank prints new money, in order to increase supply. The Bank of Japan used this policy effectively in the early 2000’s to return liquidity to the markets.

Liquidity was certainly a topic of much interest at JEGI’s annual Growth Conference, which was held on November 13 at the Four Seasons Hotel in New York City. More than 200 senior executives heard from a select group of speakers, including private equity investors and c-level media executives. Excerpts from the dynamic panel discussions, case studies and presentations are included in this edition of the Client Briefing.

A general theme throughout the conference was that quality is still key, and companies must be strongly profitable and growing to raise investor interest, because returns will primarily come from growth, rather than financial engineering. As one might guess, there is greater interest among buyers in market sectors with revenue streams that are less affected by economic downturns. According to Jeffrey Stevenson, Managing Partner, VSS at the Growth Conference, “…we are focused on more resilient market sectors, such as education and healthcare, and on business information companies that have recurring revenue.”

As it turns out, many strategic media companies have cash available to invest in acquisitions, as part of their long-term strategy, and PE funds are sitting on $500 billion of uninvested capital, waiting for the right opportunities. The PE investors at the Growth Conference stated that they were investing more equity in deals than they ever had before. The intention is to recapitalize acquisitions with debt, once the credit markets return.

Recently, I’ve become dismayed by the barrage of negative press that perpetuates fear and uncertainty, leading to the continuation of the downward cycle. Some of the articles I have read lately, in which the Dow is predicted to fall to 4,000, remind me of the “Dow reaching 100,000” predictions from the late 1990’s. I didn’t think the Dow would reach 100,000 then, and I don’t think the Dow will reach 4,000 now. The problem is that no one is talking about the positive, such as the Dow’s 18% climb to 8,924 on December 16, from a recent low of 7,552 on November 20. According to Robert Shiller, the Yale economics professor and author, “What I’m worried about right now is that our confidence has been hurt, and that’s difficult to restore.”

We look forward to the return of stability in the financial markets, along with investor and consumer confidence, and we hope you enjoy this edition of the Client Briefing. Please feel free to contact our Managing Directors or me to discuss the overall market or your M&A and strategic advisory needs.

We send you best wishes for a wonderful New Year, and as Michael Chen (President & CEO, GE Commercial Finance, MCE) said at our Growth Conference, “Hopefully, we’ll all be smiling at this time next year.”

Sincerely,



Wilma H. Jordan
Chief Executive Officer