Struggling infrastructure services firm and domain registry Neustar is set to go private in a $2.9 billion deal.
The company, best known for .biz, .co and .us, has agreed to be bought out by a group led by Golden Gate Capital.
The $33.50-per-share offer, announced on Wednesday and which Neustar’s board has approved, is a 45% premium over the closing price the day before Golden Gate first disclosed it had a stake.
That’s still hell and gone from the roughly $45 the shares were trading for a few years ago, before the company first raised concerns that its lucrative number portability deal with the US government was on the ropes.
Since it became apparent that the numbering contract, which accounts for about half of Neustar’s revenue, was at risk, the company has attempted to focus its efforts on marketing services, security and domains.
That effort included the $87 million acquisition of registry rival Bombora (owner of ARI and AusRegistry) last year.
Earlier this year, the company announced its intention to split into two, basically spinning off all of its businesses not exposed to the US government contract.
It’s not entirely clear whether that plan will be followed through, but Neustar can no doubt be expected to go through some significant restructuring under new ownership. Golden Gate et al are not altruists, after all.
Neustar has 30 days to consider better offers from other white knights, under the terms of the deal.
If ultimately given the final rubber stamp, the deal may still not close until the third quarter of 2017, Neustar said.
Go Daddy VP of domains Rich Merdinger has been appointed interim chair of the Domain Name Association, replacing Neustar’s Adrian Kinderis.
In a blog post, Merdinger said the DNA will become more “vocal” under its new leadership and outlined three priorities for 2017 — awareness, adoption and access.
He said the DNA will share ways businesses can pursue a strategy of “blending” TLD types in their online activities, promote domains as search engine optimization tools, and make it easier for DNA members to participate.
There will be a new series of DNA Virtual Town Hall meetings to facilliate communication. Merdinger wrote:
Expect to see a more vocal DNA – whether it is at the next virtual town hall or learning about new research on domain name strategies and their business impact. As Interim Chair, I will be working with our leadership team on ways to spotlight how domain names are being used strategically and tactically to support business objectives in 2017 and beyond.
He replaces Kinderis, formerly CEO of AusRegistry/ARI/Bombora, who is now, post-acquisition, VP of corporate development at Neustar.
Kinderis, DNA’s founding chair in April 2013, will remain on the DNA’s board of directors, representing Neustar.
It’s interesting that Merdinger’s appointment to chair is being linked with the DNA becoming more “vocal”.
While Merdinger certainly isn’t a shrinking violet, Kinderis, I’m sure he wouldn’t mind me saying, is one of the bluntest, mouthiest guys in the industry.
That said, GoDaddy has name recognition and has proven to be a bit of a headline magnet over the last decade or so.
It surely has a higher profile among would-be registrants — a big part of the DNA’s audience — than Neustar, which isn’t primarily a domain name company or even necessarily primarily an internet company.
The DNA will continue to operate without an in-house staff, having dumped its second executive director earlier this year in favor of outsourcing to a trade group management company, to cut costs.
The fiercely contested .web gTLD is being forced into a last-resort auction and some people seem to think a major registry player is behind it.
They said the sale should be delayed to give applicants time “to investigate whether there has been a change of leadership and/or control” at rival applicant Nu Dot Co LLC.
Nu Dot Co is a new gTLD investment vehicle headed up by Juan Diego Calle, who launched and ran .CO Internet until it was sold to Neustar a couple of years ago.
I gather that some applicants believe that Nu Dot Co’s .web application is now being bankrolled by a larger company with deeper pockets.
The two names I’ve heard bandied around, talking to industry sources this week, are Verisign and Neustar.
Nobody I’ve talked to has a shred of direct evidence either company is involved and Calle declined to comment.
So is this paranoia or not?
There are a few reasons these suspicions may have come about.
First, the recent revelation that successful .blog applicant Primer Nivel, a no-name Panama entity with a Colombian connection, was actually secretly being bankrolled by WordPress, has opened eyes to the possibility of proxy bidders.
It was only after the .blog contention set was irreversibly settled that the .blog contract changed hands and the truth become known.
Some applicants may have pushed the price up beyond the $19 million winning bid — making the rewards of losing the private auction that much higher — had they known they were bidding against a richer, more motivated opponent.
Second, sources say the .web contention set had been heading to a private auction — in which all losing applicants get a share of the winning bid — but Nu Dot Co decided to back out at the last minute.
Under ICANN rules, if competing applicants are not able to privately resolve their contention set, an ICANN last-resort auction must ensue.
Third, this effective vetoing of the private auction does not appear to fit in with Nu Dot Co’s strategy to date.
It applied for 13 gTLDs in total. Nine of those have already gone to auctions that Nu Dot Co ultimately lost (usually reaping the rewards of losing).
The other four are either still awaiting auction or, in the case of .corp, have been essentially rejected for technical reasons.
It usually only makes sense to go to an ICANN last-resort auction — where the proceeds all go to ICANN — if you plan on winning or if you want to make sure your competitors do not get a financial windfall from a private auction.
Nu Dot Co isn’t actually an operational registry, so it doesn’t strictly have competitors.
That suggests to some that its backer is an operational registry with a disdain for new gTLD rivals. Verisign, in other words.
Others think Neustar, given the fact that its non-domains business is on the verge of imploding and its previous acquisition of .CO Internet from Calle.
I have no evidence either company is involved. I’m just explaining the thought process here.
According to its application, two entities own more than 15% of Nu Dot Co. Both — Domain Marketing Holdings, LLC and NUCO LP, LLC — are Delaware shell corporations set up via an agent in March 2012, shortly before the new gTLD application filing deadline.
Many in the industry are expecting .web to go for more than the $41.5 million GMO paid for .shop. Others talk down the price, saying “web” lacks the cultural impact it once had.
But it seems we will all find out later this month.
Responding to the letters from Schlund and Radix, ICANN yesterday said that it had no plans to postpone the July 27 last-resort auction.
All seven applicants had to submit a postponement form by June 12 if they wanted a delay, ICANN informed them in a letter (pdf), and they missed that deadline.
They now have until July 20 to either resolve the contention privately or put down their deposits, ICANN said.
The applicants for .web, aside from Nu Dot Co, are Google, Donuts, Radix, Schlund, Web.com and Afilias.
Due to a string confusion ruling, .webs applicant Vistaprint will also be in the auction.
Neustar is to split into two companies and its domain name business is set for a rebranding.
The company said yesterday that it is breaking into an Order Management & Numbering Services company which will be called Neustar, and an Information Services company, which contains the domain business and will get a new name.
“The proposed spin-off will enable Neustar shareholders to own and value each business separately, allowing each company to attract the investor base most appropriate for its distinct investment profile,” said Neustar chair James Cullen.
That’s another way of saying the company is dumping all of its serious risk into the company that will remain Neustar.
Neustar currently holds the Local Number Portability Administration contract with the US government, under which it manages the central database of phone numbers.
It’s worth $496 million a year, but the US Federal Communications Commission has decided to switch to Ericsson unit Telcordia Technologies, which offered a better deal.
While Neustar is fighting the decision in court, its prospects don’t look great.
Separating the domain business from the numbering contract should insulate it from that risk.
The yet-to-be-named spin-off containing the domain business is worth $470 million a year, but most of that is unrelated to domain names. It will also offer Neustar’s marketing and security services.
It will be headed by current Neustar CEO Lisa Hook. CFO Paul Lalljie will bravely take the helm of the (probably) sinking Neustar ship.
The split is expected to take a year to implement.
ICANN lifer Becky Burr is to replace Bruce Tonkin on the ICANN board of directors when his term expires in November.
She’ll take the seat reserved for the Contracted Parties House of the Generic Names Supporting Organization, following a vote by registries and registrars a few weeks ago.
Tonkin, CTO of Aussie registrar Melbourne IT, has held the seat for the last nine years. He’s limited to three consecutive three-year terms under ICANN bylaws.
Burr, a lawyer by trade, is currently chief privacy officer at TLD registry Neustar, a position she has held since 2012.
Before that, she was a partner at the law firm Wilmer Hale.
But way back in 1998, in a senior role at the US National Telecommunications and Information Administration, she was one of the key people responsible for ICANN’s creation under the Clinton administration.