KeyDrive reverses into CentralNic in $55 million deal

CentralNic this morning confirmed that it has signed a deal to merge with KeyDrive to dramatically grow its market share in the registrar and registry markets.
The deal, technically a reverse takeover, is worth up to $55 million, $10.5 million of which is performance-related.
KeyDrive is the holding company for brands including the registrars Key-Systems, Moniker and BrandShelter and the registries OpenRegistry and KSRegistry.
It is by far the bigger player in the registrar space. The combined company will have 7.1 million domains under management, 5.8 million of which will come from the Luxembourg-based firm.
“The acquisition of KeyDrive is transformative for CentralNic, significantly increasing the Company’s scale and giving it significant extra firepower in the domain name industry to rival the traditional major players,” CentralNic CEO Ben Crawford said in a statement.
CentralNic says the deal will make it the 11th-largest registrar in terms of gTLD domains under management and the fifth-largest registry back-end in terms of TLDs managed (which will hit 118).
KeyDrive had 2017 revenue of $58.26 million and adjusted EBITDA of $5.87 million. Operating profit was $4.3 million.
CentralNic had 2017 revenue of £24.3 million ($32.2 million), adjusted EBITDA of £6.6 million ($8.7 million) and operating profit of £1.8 million ($2.4 million). These numbers do not include the £3.2 million-a-year SKNIC business, which CentralNic acquired right at the end of last year.
KeyDrive CEO Alexander Siffrin will become COO of CentralNic and one of its largest shareholders, owning 16.4% of the combined company’s shares.
The acquisition itself is fairly complex.
CentralNic will raise $16.5 million cash in a share placement and it will issue $19.3 million of shares to a holding company majority-owned by Siffrin. The remaining $10.5 million is performance related and may be paid in a combination of cash and shares, mostly shares.
It’s all subject to shareholder approval at an August 1 general meeting.
Assuming the deal closes, CentralNic says its plan is to become the “GoDaddy of Emerging Markets”, though what this means in practice is not immediately clear.
It does seem that there will be some job losses as the company rationalizes staffing across its various locations.
As far as technical integration goes, CentralNic’s registrars will migrate to KeyDrive’s platform and KeyDrive’s registries will migrate to CentralNic’s registry platform.
The potential for a deal was first revealed in March, after a leak. Trading in its shares was halted as a result, but resumed this morning.

CentralNic now managing failing .fan and .fans

CentralNic appears to be acting as a caretaker for the failing new gTLDs .fan and .fans.
IANA records show that a company lawyer took over as administrative contact for the pair late last week.
Asiamix Digital, the original registry, is still listed as the sponsor for both, and its ICANN registry agreement does not appear to have been reassigned.
It does not appear to be an acquisition. I hear Asiamix is basically using CentralNic’s TLD management service, as it struggles to remain alive.
CentralNic already acts as the back-end registry for both TLDs.
ICANN hit Asiamix with a breach notice for tens of thousands of dollars of unpaid fees a month ago, terminating its affiliated registrar for the same reasons around the same time.
The registry had attempted to auction off the strings a couple of years ago, unsuccessfully.
While technically based in Hong Kong, ICANN has been sending Asiamix’s compliance notices to an address in Milan, Italy.
All of Asiamix’s official web sites still appear to be non-functional. I bought the .net address listed in its IANA records to make a silly point a month ago and the equivalent .com has since expired too.
.fans has about 1,400 names in its zone file right now, while .fan never actually launched.

MMX could announce acquisition this week

New gTLD registry MMX could announce plans to be acquired as early as this week.
The company told the markets last week that its delayed 2017 financial results would be announced in “early May”, along with the “conclusion of the strategic review” it has been teasing investors about for almost a year.
The “strategic review”, announced last May, is exploring “how MMX can participate in a broader industry consolidation” including acquisition or merger.
MMX said last week that “constructive discussions continue to progress”.
It has previously described the duration of the negotiations, initially slated to close last September, as “frustrating”.
Unlike AIM-listed rival CentralNic, which has confirmed it is in reverse-takeover talks with KeyDrive, MMX has not revealed which potential buyer(s) it has been talking to.
MMX, also listed on AIM, has a market cap of £69.3 million ($94.3 million) today.
In January, it informally reported that its 2017 billings are expected to be around the $15.6 million mark, allowing the company to hit operating profitability for the first time.
The company runs 25 new gTLDs solo and five more in partnerships with other companies, but by far and a way the best volume performer is .vip, which accounts for well over half of its registrations largely due to its resonance in China.

CentralNic and KeyDrive in merger talks

CentralNic and KeyDrive, two major European domain firms, are in merger talks, CentralNic confirmed this morning.
CentralNic said that the transaction, should it close, would be a “reverse takeover” of itself by KeyDrive.
That’s where a private company, in this case KeyDrive, reverses into a public one, in this case AIM-listed CentralNic.
Luxembourg-based KeyDrive is the holding company for brands including the registrars Key-Systems, Moniker and BrandShelter and the registries OpenRegistry and KSRegistry.
London-based CentralNic is a registry provider for the likes of .xyz, recent acquirer of Slovakian TLD .sk, and owner of registrars Internet.bs and Instra.
CentralNic said: “CentralNic and KeyDrive Group believe that the combination of the two businesses would have strong strategic logic and economies of scale, and would represent an opportunity to create a group with advanced technology platforms delivering significant recurring revenues for every major customer type within the industry.”
If a deal should be struck, it would happen in the second quarter, the company said.
The announcement was made today after news of the talks leaked.
Trading in CentralNic shares has been temporarily suspended.

CentralNic spends $3.3 million on .com portfolios

CentralNic has splashed out £2.5 million ($3.3 million) to bolster its portfolio of domain names for the secondary market.
The company said in a brief statement today that it acquired an unspecified number of domains across “a number of portfolios”. The sellers were not disclosed.
The names were all in .com.
CEO Ben Crawford said the names were acquired “at an attractive discount to current market rates”.
The deals mean London-listed CentralNic might be able to continue to prop up its recurring revenue (registry/registrar) numbers through the sale of premium names, something it still needs to do if it wants to show investors a pleasing growth curve.
That’s assuming it can sell the names at a profit, of course.
Some call this the premium domain “hamster wheel”.

CentralNic now owns .sk after $30m deal closes

CentralNic has just closed its acquisition of SK-NIC, the ccTLD operator for Slovakia, the company announced today.
The London-based firm announced the deal back in August, when it was to be worth €21.27 million up front, with a deferred performance-related cash payout of €4.85 million cash over three years.
But the deal, originally intended to close in September, was delayed by legal “complexities” and restructured from an asset purchase to a purchase of SK-NIC, including its liabilities, in its entirety.
The purchase price is now €20.27 million in advance, with €5.85 million deferred. That’s still a total of €26.12 million ($30.67 million).
The acquisition is unusual in that it sees a ccTLD transferring to control of a foreign entity, and was opposed by many in the Slovakian internet community.
A petition was organized calling for the transfer of .sk to a new independent body with more community and government oversight.
There had been fears that CentralNic would do to .sk what it has to Laos’ .la — repurpose it to mean something other than “Slovakia” — but CentralNic told DI that it will no do so.
The deal means .sk will move from its outdated old registry infrastructure to CentralNic’s standards-based EPP platform, which should make it easier for registrars to integrate.
It’s also likely to mean it’s going to be much easier for non-Slovaks to be able to register .sk domains.
SK-NIC currently has about 360,000 domains under management.

CentralNic and .CLUB reveal premium sales

CentralNic and .CLUB Domains have both revealed sales of premium domain names over the last several days.
CentralNic said yesterday that it has sold “a number” of premiums for $3.4 million.
The names are believed to be from its own portfolio, rather than registry-reserved names in any of the TLDs it manages. The company did not disclose which names, in which TLDs, it had sold.
The sale smooths out potential lumpiness in CentralNic’s revenue, and the company noted that the sales means that recurring revenue from its registrar and registry business will become an increasing proportion of its revenue as its premium portfolio diminishes.
Last week, .CLUB announced that it sold $380,793 of premium .club domains in the third quarter. That was spread over 452 domains.
The big-ticket domains were porn.club and basketball.club, sold by the registry for $85,000 together.
The Q3 headline number was a sharp decline from the Q2 spike of $2.7 million, which was boosted by auctions in China.
The company published a lot more data on its sales on its blog, here.

CentralNic extends XYZ deal until 2032

CentralNic and XYZ.com have extended their registry services pact for the next fifteen years, according to CentralNic.
Announcing its first-half 2017 financial results today, CentralNic said the back-end contract has been extended until 2032.
It’s an unusually long duration for a registry services contract, which are usually much more likely to run about five years.
It even lasts 10 years beyond the expiration of XYZ.com’s own ICANN contracts (though renewal of these is a near-certainty).
The deal covers all .xyz domains, as well as all of the other TLDs in XYZ.com’s portfolio. That currently includes the likes of .rent, .storage and .college.
CentralNic said it “will receive a fixed fee based on the volume of .xyz registrations and subscriptions managed” under the new deal.
In a statement to the markets, CEO Ben Crawford said the relationship “has been updated to normalise the Company’s revenues and profits going forward.”
I believe the previous contract contained a per-domain component, which exposed CentralNic’s revenue to .xyz’s erratic pricing-influenced growth trajectory.
.xyz’s zone file has shrunk by a whopping four million domains since this time last year, causing it to lose the crown of highest-volume new gTLD, due to it offering free or almost free domains that expired without renewing after a year.
However, CentralNic disclosed that the proportion of its own wholesale transaction volumes that were renewals (rather than adds and transfers, I assume) was 18% in the first half, up from 2% in the same 2016 period.
For the six months ended June 30, the company had overall revenue of £10.6 million ($13.9 million), up 18.5% year over year.
Its net loss after tax was £619,000 ($810,000), down from £1.3 million. At the EBITDA level, profit was £1.4 million ($1.8 million) compared to $900,000 in H1 2016.
While I still stubbornly think of CentralNic as primarily a registry play, in fact the company now gets about three quarters of its revenue today from its retail registrar division, which contributed just shy of £8 million to the total in H1.
Instra, the Australian registrar it acquired at the end of 2015, contributed £5.83 million.
The wholesale division, registry back-end services — contributed £1.82 million to revenue and £450,000 to EBITDA in the half.
That’s despite CentralNic being the back-end for six of the top 20 new gTLDs by volume — .website, .space, .tech, .site, .online, and .xyz
If we tally up the number of domains in only those six TLDs, we get to about 4.2 million, per their zone files.
The company’s third reporting unit, Enterprise, contributed £800,000 ($1 million) in the half, of which £360,000 ($471,000) came from premium domain sales.

CentralNic promises $30 million .sk will only ever mean “Slovakia”

CentralNic has committed that it will not repurpose Slovakian ccTLD .sk to mean anything other than “Slovakia”, following its purchase of SK-NIC this week.
The acquisition of the Bratislava-based registry, which will cost between €21 million and €26 million ($25 million to $31 million) depending on performance, has been controversial in Slovakia, with many leading registrars campaigning against the sale.
One of the charges leveled against CentralNic was that its modus operandi has been to market ccTLDs as if they have other meanings. It markets Laos’ .la as a TLD for Los Angeles, and acts as the back-end for Palau’s .pw, which is marketed as an acronym for “Professional Web”.
“From a technical point of view, it’s definitely a good acquisition. CentralNic has a good system that is stable and working well, but we don’t agree with their sales and marketing policies,” Ondrej Jombik of Slovak registrar Platon told DI today.
Jombik is the person who organized a petition against the sale that attracted almost 10,000 signatures.
“We don’t agree with how they manage national TLD registries,” he said. “What they do in Palau is not acceptable. What they do in Laos is not acceptable. We’re kind of scared what they plan to do with our domain, how they plan to market it.”
But CentralNic CEO Ben Crawford said in an email interview that these concerns are misplaced. He said:

CentralNic has never had plans to repurpose .sk, and CentralNic commits not to market it with any other meaning than as the Slovak country code. Moreover, while some of the ccTLDs we work with welcome the export revenues from repurposing their TLDs, such practices are specifically restricted under recent contractual requirements put in place by the Slovak Government in response to this concern being raised by SK-NIC’s policy committee.

Jombik’s petition, which claimed to be supported by 13 of the top 15 .sk registrars covering 73% of .sk’s 360,000 domains, called for the ccTLD to be handed over to a “new independent non-profit organization” that more fairly represented the Slovak internet community.
But Crawford said that .sk already has strong community representation, which is guaranteed by the registry’s contract with the Slovak government.
“I am honestly unaware of any ccTLD where the Government, the internet community in general and the registrars all have such a defined and important role,” he said, adding:

There will be changes under our management: The Government contract has recently been beefed up placing further stability and disclosure responsibilities on SK-NIC, including escrowing the registry data to the Government cloud, a formalised Service Level Agreement, giving the Government the right to audit SK-NIC’s performance, etc., all of which we will abide by. We have other ideas too on contributing to the Slovak internet, and we are planning to hold discussions with not for profits, industry associations, Universities and other such entities in Slovakia, to seek their guidance on the best ways to do this.

Whether these promises and actions will be enough to assuage critics of the deal, who are also motivated by a sense of national pride and aggrieved that what is arguably a national resource is falling into foreign hands, remains to be seen.
Having a ccTLD manager acquired outright by a foreign entity without a redelegation by ICANN/IANA is an unusual occurrence. Only the $109 million acquisition of .CO Internet by US-based Neustar back in 2014 springs to mind.

CentralNic brings back old CFO

CentralNic has swapped its currently chief financial officer for his immediate predecessor.
Glenn Hayward has left the company after three and a half years “to pursue other opportunities”, the company said in a statement to the markets today.
He has been replaced by Don Baladasan, who was CFO of the company between 2010 and 2014.
During his previous stint in the role, he oversaw CentralNic’s flotation on London’s Alternative Investment Market.