CSC closes $2B Intertrust acquisition

CSC, the business registration and services company headquartered outside Wilmington, has closed the acquisition of Dutch firm Intertrust, the biggest deal in the private company’s history. | DBT PHOTO BY JACOB OWENS

WILMINGTON – CSC, a leading global provider of business, legal, tax, and digital brand services, has closed an acquisition of a Dutch competitor for more than $2 billion, marking a record deal in the company’s history.

The acquisition of Intertrust Group, a publicly traded company that also provides tech-enabled funds and corporate solutions around the world, more than doubles the global workforce for the private CSC, which is headquartered in Little Falls just west of Wilmington.

Founded in 1899 as Corporation Service Company, the company now known as CSC had 3,000 employees in 13 countries worldwide, with nearly half based in Delaware. The combined company will now have 7,500 employees in more than 140 jurisdictions, creating a truly global workforce where someone will be working every hour of the day, with a third of the workforce each in the Americas, Europe and the Middle East, and Asia.

Since 2002, CSC has made more than 25 acquisitions, primarily smaller niche servicers and regional providers that have helped build out its offerings and footprint. As a private company, CSC has rarely disclosed its acquisition prices for companies, but it’s likely that Intertrust is the most expensive deal in the company’s history, surpassing its 1994 deal for rival Prentice Hall.

Intertrust, a 70-year-old firm based in Amsterdam, began shopping for a buyer last year and quickly drew interest. British private equity firm CVC Capital Partners offered a deal of $1.83 billion, but it was subsequently outbid by other firms, including CSC. According to CSC Chief Financial Officer E.J. Dealy, the Delaware company had been looking at a variety of merger or acquisition targets last year and Intertrust was at the top of their list.

“Having gotten to work with the people running the Intertrust team over the years, we felt like from a culture standpoint we had a fairly good fit,” he told Delaware Business Times.

Ultimately, Intertrust reached a deal with CSC at 20 Euros a share, totaling about $2 billion. After nearly a year of obtaining regulatory approvals around the globe, the company’s closed the deal Monday, creating a company that will be able to better compete with the registered agent industry’s largest provider, Corporation Trust Co., which also has a Wilmington office and is owned by giant Dutch firm Wolters Kluwer.

“This acquisition is about bringing together the complementary expertise, capabilities, and geographic scope of CSC and Intertrust Group to allow us to better serve our clients’ global business administration and compliance needs,” said Rod Ward III, president and CEO of CSC who will continue to lead the combined company. “We’re creating a combined organization that will enable us to provide the industry-leading service our clients expect, as evidenced by our Net Promoter Scores.”

The Dutch firm has grown over the past decade, with Blackstone Group having acquired the then-private Intertrust for a reported $883 million in 2013 – or about $1 billion in today’s value. Among its publicly known clients are FIFA, New York-based multinational investment bank Morgan Stanley, the Blackstone credit investment arm GSO Capital Partners, the Oman Investment Fund asset manager Rakiza, and New York fashion label Tory Burch.

“We have always been impressed with CSC’s strong client-first reputation. We believe the market will benefit greatly from the combination of two of the leading providers of corporate, fund, and compliance solutions,” said Intertrust CEO Shankar Iyer, who will now serve on CSC’s Enterprise Leadership Team under Ward along with a few other Intertrust leaders.

Dealy told Delaware Business Times that Intertrust was targeted by CSC due to the complementary nature and diversity of its services, including a strength in corporate services like CSC and an expanding focus in fund and capital markets administration. It also had strong connections in Europe and the Asia-Pacific market, where CSC was still making in-roads.

“Our primary business outside of the U.S. has really been around digital brand services, and more recently we’ve been expanding segments similar to Intertrust with our capital markets administration and fund administration. But we’re relatively small in that marketplace, so there’s not  much overlap. We looked at it as a geographic expansion as well as service expansion,” Dealy said, noting Intertrust effectively doubles the number of countries where they will have a presence.

Having on-the-ground associates and offices helps with the company’s understanding of local markets and government regulations, which is particularly important when dealing with large multinational companies with presences all over the world, Dealy said. Three of Intertrust’s largest offices are in the Netherlands, Luxembourg and the Cayman Islands.

While CSC doesn’t have any plans to expand its Wilmington workforce to support the large acquisition, Intertrust has been growing a 12-year-old office at the Bellevue Park Corporate Center north of Wilmington. Dealy said they would likely continue those growth plans, and Intertrust will continue to use its name and branding as a CSC subsidiary for at least the immediate future.