Case Study

Vouchercloud Mk2

Trade Sale of Cloud Savings Company to Groupon

Within 5 months of buying back the VoucherCloud and GiftCloud business from Vodafone, we helped Scott Davidson and Greg Le Tocq sell the business to Groupon, the global E-commerce market place, in a deal worth $65m (£46.7m).

In December 2017, Shaw & Co helped the original founders, Scott Davidson and Greg Le Tocq, complete a management buy-out of Invitation Digital Limited (“IDL”) from Vodafone. IDL is the operator of the VoucherCloud and GiftCloud brands. It was acquired by Cloud Savings Company, a management owned vehicle supported by a unitranche debt facility which was arranged by Shaw & Co.

Vodafone originally acquired IDL in 2012 to lead its digital wallet initiative. A change of strategic direction at Vodafone gave rise to an opportunity to re-home VoucherCloud and GiftCloud. The sale to Groupon has achieved the ambition of the buy-out, namely to place the business with a supportive long term partner whose ambitions are aligned with the founders. This new combination gives rise to a powerful platform for growth. Groupon intent to invest in the Bristol team and further grow it as a European centre of excellence. An exciting prospect for current employees and those interested in building a career in technology and media within Bristol.

Greg Le Tocq remains with the business and will lead the team. Scott Davidson has taken the opportunity to retire, as was his ambition at the time of the original sale of the business to Vodafone in 2012.

Building Value

Here is how we helped find VoucherCloud and GiftCloud its new home

  • Trade Sale

    Finding the right home for the business was a private placement exercise rather than wide auction process. The highly specialist nature of the business and its material scale meant that the buyer had to be a global player. Shaw & Co explored this market on behalf of the shareholders who settled on Groupon as the best buyer for the business.

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  • Board Support

    Jim Shaw was a director of holding company Cloud Savings Company and provided wider financial oversight to the group. Jim supporting both the director group and the senior management team through a full budgeting cycle and managed all aspects of the relationship with the debt provider who supported the original buy-out.

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  • Deal Structuring

    Advising on a deal structure that satisfied the requirements of all shareholders and acquirer was essential to align all parties and deliver a transaction. Ensuring the transaction completed in December had within it the flexibility to accommodate this transaction required foresight which Shaw & Co was able to offer.

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"Shaw & Co were beside us all the way through the buy-out and into the sale. Bringing Jim and his team on board was one of the key reasons we were successful in transferring our business out of a legacy ownership and into a deserving long term home in less than 5 months. Their commitment and ability to adapt to rapidly changing circumstances sets Shaw & Co apart."
Greg Le Tocq Cloud Savings Company (Vouchercloud)

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