Feral Jundi

This is the other big news I wanted to write about. I have written about Constellis Group in the past and they are definitely making some big moves. They merged with Triple Canopy, and while I was gone this happens. They merged with Olive Group!

And speaking of size, I wanted to get some information about exactly how big the family of companies are with Constellis Group? Here is what they said in a tweet.

@feraljundi – post-merger we have more than 10K employees working in 30 countries on five continents.

— Constellis (@Constellis) June 19, 2015

Over 10,000 employees and contractors! That is a division in military terms. lol And if Olive Group’s numbers are correct, that means this merger doubled the size of this family of companies. Wow…

Some other side news with this merger is that Olive Group just purchased Newport Africa late last year. So Constellis is making a huge Africa play with this merger, and especially East Africa and in the oil and gas industry.

I was able to find a quote from the CEO of Olive Group as to their view of the merger and what it will mean for the company. Here it is.

The merger will provide us with a deeper funding base and allow the business to expand into new areas,” Mr St George told the Telegraph. “The world is not getting a safer place.”
Olive will continue to trade under its existing name and both the St George
brothers will take seats on the board of Constellis, which has traditionally specialised in Federal contracts in the US. Olive expects to hire more ex-forces staff according to Mr St George. The company will be looking to expand over the coming years and take on more ex-UK services personnel and operations staff to help it grow in key markets such as North Africa, Iraq and Saudi Arabia. Olive already employs around 5,000 people working in 20 different countries.

The other news for this deal is Moody’s assigned a B3 rating to the $450 million, five year second lien notes of Constellis Holdings, LLC. The rating outlook is ‘stable’. What is cool about this story is that Moody’s identifies what gives this rating it’s stable outlook. Here is a quote with my emphasis in bold black.

Moody’s calculates pro-forma debt/EBITDA and EBITDA/interest at the low 6x and low 2x levels, respectively (after Moody’s standard adjustments) as of the fiscal year ending December 2014, based on audited financial statements and taking into account the additional debt and Constellis’ acquisitions over the year. Estimating metrics is made difficult by the wide number of cost actions undertaken/planned, and the only partial year contribution of acquisitions during 2014.
These metrics compare somewhat favorably to many defense services contractors also rated at the B3 CFR. Nonetheless, operating cash flow in 2014 was modest despite the large tax refunds. Funding the Olive acquisition will increase financial leverage somewhat, and there is still limited visibility into Constellis’ cashflow. Further, Moody’s estimates that the pending dividend equates to more than a year’s worth of prospective free cash flow and the Constellis growth strategy will continue to emphasize acquisitions.
The high concentration on the US Department of State’s (DoS) Worldwide Protective Services (WPS) contract, which expires in October 2015, represents a rating constraint since the contract will make up a third of revenues pro forma for the Olive acquisition. At present, the $17 million of near-term debt amortization scheduled seem high versus reported funds from operation. Liquidity should improve given the lack of scheduled debt amortizations going forward and expectation of free cash flow.
The stable rating outlook benefits from expectations of steady profits from rising demand as a result of ongoing conflicts throughout geographic regions where Constellis and Olive operate (i.e. Middle East, North Africa). Increased security needs for the US Department of State’s diplomatic activity as well as for energy sector customers favors the demand setting. Potential for cost actions to raise cash flow generation also factor into the outlook.
Upward rating movement would depend on better intermediate term revenue visibility, which is unlikely to develop until after the WPS successor contract outcome is determined. (WPS task orders can endure beyond that contract expiration date.) Adequate liquidity, expectation of FFO/debt greater than 10% with annual FCF greater than $25 million would likely accompany an upgrade.
Downward rating pressure would result from backlog declines, weaker liquidity or low free cash flow.
The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.
Constellis is a global provider of training and security services focused on counter terrorism, force protection, law enforcement and security operations. From 2010 to October 2014 the company’s name was Academi Holdings, LLC. Before its 2010 ownership change, the company had been named Xe Services and Blackwater Worldwide. Pro forma for the pending acquisition of Olive, revenues in 2014 would have been approximately $1 billion. The company is majority-owned by Forte Capital and Manhattan Partners.

As you can see with the rating study, WPS is very important to Constellis Group. It also makes sense why they made their move with Triple Canopy–to secure more WPS business. The merger with Olive Group covers the oil and gas sector and entrance into Africa. I suspect we will see Constellis Group making more moves and getting bigger. The question is, who is next? –Matt

Constellis Group to Merge with Olive Group
MAY 7, 2015
Transaction creates the global leader in security, risk management, and complex programme management services Constellis Group’s capabilities in programme management and training combines with Olive Group’s strength in the provision of risk management solutions for blue chip corporate clients
A strong, well-financed platform for growth will help clients face increasingly complex challenges and risks. Olive Group will drive the combined Group’s enhanced offering for corporate clients operating in the energy, aviation and infrastructure sectors, particularly in the Middle East and Africa
Olive Group’s management team remains unchanged as the founders join the Board of Constellis.
Constellis Group and Olive Group jointly announced today that the two parties have agreed to merge Olive Group into the existing Constellis Group of Companies. Olive Group will drive the entity’s global focus on commercial sectors, and this merger establishes the combined resources and funding to deliver ambitious plans for commercial expansion, to which both parties are committed. The merged entity will leverage Olive Group’s market leading position and reputation for new growth.
Olive Group is a leading provider of innovative risk management solutions, which include security, programme management, life support and technology solutions, to blue chip commercial customers operating primarily in the energy, aviation, and infrastructure sectors. Headquartered in the Middle East with principal offices in the UAE, UK, and USA, Olive Group has more than 5,000 staff operating in 20 countries on 5 continents. Olive Group will continue to operate its distinct and highly respected brand, driven by its reputation of delivering operational excellence in conformity with the strictest compliance standards in the industry. Olive Group’s management team will remain unchanged and is committed to driving the growth of the combined Group with the scale and support afforded through this new partnership with Constellis Group’s global operations.
Chris and David St.George, co-founders of Olive Group, will join Constellis Group’s Board of Directors, adding immeasurable value, insight, and relationships in the commercial markets they and Olive Group’s leadership team helped establish over the past decade. Olive Group’s founding shareholders have chosen to maintain a significant ownership position in the combined entity.
“We are excited to welcome Olive Group into the Constellis family,” said Craig Nixon, CEO of Constellis Group. “The leadership, experience and capabilities of our combined operations establish us as a full-service risk management, integrated security, and managed services provider with a global presence.”
Olive Chairman Chris St.George said: “Olive Group’s clients face increasingly complex challenges in managing a myriad of risks including the safety of personnel, integrity of investments, regulatory compliance and the protection of corporate reputation. As a result, Olive Group needs to offer more services, and this merger establishes a unique position for the company to meet these global operational demands.”
Martin Rudd, Olive Group’s Managing Director, who will continue to lead Olive Group added: “Triple Canopy and Olive Group share deserved reputations for operational excellence and governance across government and commercial clients. Not only will this combination allow each company to benefit from the other’s considerable experience, but it will provide us both with a broad and resilient platform for growth. We are tremendously excited about the opportunities which lie ahead for the combined Group”.
The transaction brings together a global team of industry leaders serving a broad list of customers that include governments, NGOs, and a diverse mix of commercial entities. The transaction furthers Constellis Group’s participation in the commercial sector and provides global expansion into established and emerging markets across several continents. Operating under the oversight of a distinguished Board and an experienced management team, the combination of these companies will enable a significant expansion of services within the global stabilization market, delivering complex program management, mission support, integrated security solutions, training and advisory services throughout the world.