Completed: Feb 2019
Smith Cooper team: John Farnsworth, David Crump
The UK’s largest wholesale distributor of parts and components for the caravan and motorhome industry, MRDB, has undergone a multi-million-pound Buy-In-Management-Buy-Out (BIMBO) under which the existing management team has been expanded to bring in additional shareholder-directors with specific commercial expertise.
Derbyshire-based MRDB, which has sales in excess of £23m, has been supplying OEM manufacturers, converters and retailers of motorhomes and caravans for over 40 years through its wholly-owned subsidiaries Miriad Products Limited and Liberty Leisure Limited. It has built an unparalleled reputation for quality and service, its vast product range creating a unique “one-stop-shop” offer to its business customers.
The pre-deal management team included Michael Ham, Richard Toon and Dave Elson, three school friends, who joined the business (then known as Russell Sales) in 1987 and progressed to completing a management buyout (MBO) in 1999. Shortly afterwards, they changed the company’s name to Miriad Products Ltd – a name inspired by the first two letters of each of their Christian names, and indicative of their intention to supply a “myriad” of products to the caravan and motorhome industry. In addition Brian Croshaw, another long-standing member of the team, was invited to become the fourth shareholder-director, the expanded shareholders’ names giving rise to “MRDB”.
Under their direction the business, which employs 60 in its Dove Valley headquarters and warehouse, has delivered astounding year-on-year sales growth, from the pre-MBO level of £0.9m to over £23m last year. The team’s decision to undertake a BIMBO was borne of their plan to ensure continued rapid growth by supplementing their extensive industry experience with the broader commercial knowledge and expertise of a new Chairman, an experienced Non-executive Director, and an international funding partner.
With the support, guidance and advice provided by Smith Cooper Corporate Finance, which project-managed the transaction process, a search for partners resulted in Keith Fleming and Steve Thornhill joining the board, and Duke Royalty becoming funders in the recently-completed BIMBO.
The incoming Chairman, Keith Fleming, brings a wealth of experience in strategic and operational leadership from previous roles in organisations such as Blacks Leisure Group, Kingfisher Plc (B&Q), Scottish & Newcastle, and Woolworths Plc.
Steve Thornhill joins the MRDB board as Non-executive Director. An entrepreneurial accountant with over 25 years’ experience, he has held a variety of FD and MD positions, including the FD role in a listed public company, whilst also operating a firm in professional practice.
Duke Royalty Limited, the UK’s first UK-quoted diversified royalty investment company, provided an innovative debt and equity financing solution for the BIMBO transaction, with NatWest Bank and RBS Invoice Finance providing additional facilities.
Smith Cooper Corporate Finance, a division of leading advisory and accountancy firm Smith Cooper, acted as lead deal advisers to the existing shareholders; the corporate finance team comprised John Farnsworth and David Crump, whilst Richard Stanley from the firm’s specialist tax division advised on tax aspects of the transaction. Head of Corporate Finance, John Farnsworth commented “we are delighted to have had the opportunity to work with the founding shareholders in securing the continued success of this truly unique business; it leads the field in this expanding, friendly segment of the leisure market”. David Crump added “we wish the enlarged board every success in fulfilling its ambitious growth plans”.
A team comprising Martyn Brierley, Rachel Bennett and William Bowler from the Corporate and Finance team of prominent legal firm, Flint Bishop, provided legal advice to the existing shareholders. Head of Corporate and Finance, Martyn Brierley, commented “it was great to work with the existing shareholders to secure value for them now, and in future as they work alongside Steve Thornhill and Keith Fleming who have joined the company. We wish all stakeholders a prosperous future”.
Higgs & Sons, Charles Russell Speechlys LLP and Pinsent Masons LLP provided legal advice to the incoming shareholder-directors, Duke and RBS/NatWest, respectively. Intelligent Corporate Finance advised the incoming shareholder-directors and Duke Royalty Limited on financial matters, with tax advice being provided by Claritas.
Commenting on the deal, Managing Director Michael Ham said “we are delighted to be joined by Steve and Keith, and to have the backing of our funders, in taking MRDB forwards to still-greater success. We have exciting plans and look forward to working with our new partners to make those a reality. The BIMBO was a long and complex process but the teams from Smith Cooper Corporate Finance and Flint Bishop proved to be terrific choices for us – both delivered strong commercial advice in a clear and decisive manner, and showed enormous integrity and determination”.