Dominion.Domains

Brisio Innovations to Acquire NameSilo

Discussion in 'Domain Industry News' started by Arca, Mar 9, 2018.

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  1. Arca

    Arca Active Member VIP

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    Brisio Innovations to Acquire NameSilo, LLC, Plans to List as a Separate Public Company

    Brisio Innovations Inc. (CSE: BZI) (OTC Pink: NTCEF) (the "Company") is pleased to announce that it has signed a definitive share purchase agreement (the "Definitive Agreement") with NameSilo, LLC ("NameSilo") whereby the Company has agreed to acquire all of the issued and outstanding securities of NameSilo (the "Transaction").

    With a priority of no interruption to existing customers or NameSilo's growth trajectory, the Transaction will not impact the existing operations of NameSilo and the founders, who are also the owner/operators of NameSilo and who will continue in their current roles and continue operating the business. Further, there are no planned changes to the system infrastructure or operational policies of the business.

    NameSilo is a low-cost provider of domain name registration and management services, and is an ICANN-accredited registrar. NameSilo is a high growth registrar with nearly 1.5 million domains under management, and over 85,000 customers from approximately 160 countries. According to RegistrarOwl.com, which provides domain registrar industry statistics from ICANN, NameSilo is the 6th-fastest growing registrar in the world based on percentage growth of new registrations, and 6th-fastest growing registrar in the world when based on net new registrations, behind household names such as Google, GoDaddy and Alibaba.

    "We are excited to enter this new phase of the NameSilo journey," said Michael Goldfarb, founder and Managing Member of NameSilo. "We couldn't be happier to find a partner with a track record of success like Brisio, and we look forward to working with them to build upon the success of NameSilo. Our customers and partners will continue to receive the same excellent service they are accustomed to and they will enjoy the benefits of access to additional resources that will be made available."

    NameSilo recorded approximately US$11.1 million in annual recurring billings in 2017 up from US$6.9 million in 2016. It has grown its domain names under management from approximately 745,000 domains at the beginning of 2017 to over 1.35 million today, a growth rate of over 65% versus industry averages of approximately 7%. Additionally, NameSilo maintains a customer retention rate of approximately 87%.

    Under the terms of the Definitive Agreement, the Company will acquire all of the securities of NameSilo and, in consideration of which, the Company will pay a total of US$9,511,500 (the "Purchase Price") to the members of NameSilo (the "NameSilo Members"). The closing of the Transaction is anticipated to be July 2, 2018.

    Further, NameSilo Members will be entitled to certain earnout payments provided that the business achieves a specified EBITDA. All earnout payments will be made no later than August 15, 2018 and will be payable in cash and shares.

    After completion of the Transaction, the Company intends to spin-out NameSilo as a separately listed entity on a Canadian stock exchange. The board of directors of the Company will provide further details on the proposed spin-out on closing of the Transaction.

    CEO Paul Andreola states, "We are extremely pleased to have found a world class company that meets our criteria of high growth, profitability, high customer retention and customer satisfaction. We look forward to working with the NameSilo team to continue to build the brand and provide their customers outstanding value and service and to meet their ongoing needs."

    The Transaction is subject to customary conditions contained in the Definitive Agreement as well as approval of the stock exchange, and the Company completing sufficient financing to satisfy the Purchase Price. If the Company is unable to close the transaction, the Company will be required to pay a break fee to NameSilo.

    Brisio Innovations Inc.
    Paul Andreola
    President, CEO and Director
    (604) 644-0072
    www.brisio.com

    About Brisio Innovations


    Brisio Innovations Inc. invests its capital in companies and opportunities which management believes are undervalued and have potential for significant appreciation. The company makes investments in both public and private markets and focuses on opportunities in a wide variety of industries excluding the resource and resource service sectors. Brisio does not invest on behalf of any third party and it does not offer investment advice.

    Disclaimer for Forward-Looking Information Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding potential future investments by the Company. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause the Company's actual results to differ materially from those expressed or implied by the forward looking statements.

    Source.
     
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  2. Adam27

    Adam27 GreenJobs.com for Sale or Lease Gold Account VIP

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  3. Arca

    Arca Active Member VIP

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    As a heavy user of both their registrar and marketplace for selling domains I fully agree. Hopefully they will be able to continue providing their top notch services at the same level as before.

    This is great news for the NameSilo team as they can reap the rewards of their hard work and professionalism. Congrats to them on this achievement.

    Though as a user I’m slightly worried they will now follow the same trajectory as other recently acquired domain companies (such as what happened with escrow.com after being acquired by freelancer.com and similarly with Enom after they were acquired by Tucows). Hopefully NameSilo will be able to continue strong despite this change in ownership.
     
  4. namesilo

    namesilo Active Member NameSilo Staff

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    Hi Everyone,

    Just saw this thread and wanted to reply...

    The most important takeaways for our customers are that there are no changes in management or operations of the business. This is more of a financial and organizational move than anything else. Our owner/operators are staying in place and there are no changes to our management, support, systems or anything else that should be "felt" by our customers. In the longer run, the additional resources from this move should help to accelerate new development and possibly other ancillary service offerings. Our founders posted a message on our site here:

    https://www.namesilo.com/Support/Brisio-Acquisition

    We know that news like this can be worrisome for our customers and partners, especially given the history of some other acquisitions/mergers in the registrar space, but we are keenly aware of the things that have made us successful and plan only to continue building upon those strategies of consistently low pricing, customer-friendly policies, ongoing product/service enhancements, no hidden fees and excellent customer support.

    Again, our focus is on ensuring that this move to take the company public not only has none of the negative ramifications associated with changes of ownership from other registrars, but that the benefits of additional resources help only to create an even better service for our customers. We are committed to these things and are sure we will not let anyone down!

    Thanks as always to everyone who participates at NamePros. We look forward to continue engaging with everyone here and to continually improving upon our services.
     
  5. alcy

    alcy Active Member VIP

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    well said. it wouldn't be smart to change something that seems to work for you and increase yur profit and client base.

    namesilo is probably the first to understand just how many other options out there people have for registrars, when things stop being competitive with yours.

    cheers
    gl
     
  6. HotKey

    HotKey Made in Canada VIP

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    :woot:
     
  7. carob

    carob Active Member VIP

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    I'm a Namesilo fan and I was wondering how they could maintain their excellent support as they scale up. Additional investment could do that.

    But nothing there refers to profits and a publicly listed company usually means strong focus on short term profits.
     
  8. namesilo

    namesilo Active Member NameSilo Staff

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    Thanks for the reply. Profitability has always been a part of our model, and we are happy to have been profitable in every year since we got started, and that our model continues to be profitable and able to scale. This is one of the reasons we were attractive to various other companies/investors.

    However, we also know that short-term focus can result in longer-term issues, and we feel extremely comfortable that the principals at Brisio are not only well-aware of this, but also that their long-term strategies are very much inline with how ours have always been. There is no desire to deviate from a formula that has worked well financially, for our operators and for our customers/partners - only to expand and accelerate on the foundation and principles that got us there :)
     
  9. wwwweb

    wwwweb Top Member VIP

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    These takeover types watch for a bit, then they start suggesting changes, then they start recommending changes, as they think they can do it better on paper.

    I recently started using namesilo more, but if they start any funny business, I will move out of there in a New York minute, and I am sure others will too.

    We have heard this speech many times, nothing is going to change blah blah
     
  10. namesilo

    namesilo Active Member NameSilo Staff

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    Thanks for the feedback. Yes, we totally understand the old speech and that actions don't always live up to what has been promised. Best we can say is to take us at our word, and if we let you down, we of course understand there are other options. We intend to continue earning people's business and not taking them for granted. If we deviate from the things that have made us successful and resulted in a strong customer base that has been loyal, then we would have nobody to blame but ourselves and would of course expect to suffer the consequences... in a New York minute :)
     
  11. Kingslayer

    Kingslayer Active Member VIP

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    Big fan of NameSilo, all my domains are with them.

    Change is not always good, but thanks to NameSilo replying to this thread to clear up any short-term concerns quickly.
     
  12. namesilo

    namesilo Active Member NameSilo Staff

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    No problem, and always happy to answer any questions/concerns. We understand the importance of the service we provide and that if our domains were with a company that made such an announcement that we'd have questions/concerns as well.
     
  13. 1Darko

    1Darko Active Member VIP

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    Lets hope for the best that the new investors will continue the successful path of namesilo!
     
  14. tonyk2000

    tonyk2000 Upgraded Member Gold Account VIP ★★★★★★★★★★

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    I did not yet see any acquisition in domaining business that ended up as beneficial for customers. Moniker.com was acquired and re-acquired 3 times I think, each time there were press-releases published about how happy are all the parties, and... where is Moniker now? Fabulous.com was acquired, stopped developing, lost a lot of employees and now sold to Directnic. Escrow.com - I would not be surprised should their new owners elect to sell this business again. Etc, etc. So, any acquisiton announcement is always a big reg flag for me.

    During 15+ years in domaining, I had a number of cases where my preferred suppliers were acquired and I was forced to switch elsewhere. In particular, had to spend time and money to perform bulk transferaways earlier, for domains that were not going to expire anytime soon... Lesson learned - I do not put "all eggs in one basket" anymore.

    I like NameSilo and it is my favorite registrar and sales venue now. Hope that the new owners do understand that it is very hard to "gain" such a specific customers base like professional domainers, and that they are very sensitive and are all able to leave and fast if something goes wrong. "If it works - do not fix it" rule should become the basic operational rule for any new owner of any domaining-servicing business, imho...

    Who are Brisio Innovations? I never heard about them. So I am not aware of anything negative. On a spot view they are at least not operating in Endurance International Group (EIG) mode (which is - in webhosting buiness - find a good hosting company, buy it, kill/downgrade it, and hope that the remaining customers will still pay. Return and repeat.).

    OK, the time will tell...
     
    Last edited: Mar 9, 2018
  15. namesilo

    namesilo Active Member NameSilo Staff

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    Thanks for the post and all very good points. Yeah, the history of some acquisitions in the registrar space have indeed gone wrong in some cases. There have been many things to blame including changes in technology, policies, corporate philosophy, etc., etc. We know this translates to a "red flag" and understandably so. Our team has been involved in many acquisitions for other businesses as both buyers and sellers and we put extreme importance on uninterrupted service and experience for customers. This is why the first sentence of the press release after the intro paragraph reads, "With a priority of no interruption to existing customers or NameSilo's growth trajectory...". We know these are only words and that similar assurances have been by others and not followed through in reality. While there is nothing we can say to alleviate concern, we do hope that everybody will give the chance to judge us instead by our actions and our commitment to follow through on our promises.

    We truly appreciate and value the niche we've carved our in the domain professional space, and we have absolutely no plans to do anything but expand on our associated offerings.
     
  16. MapleDots

    MapleDots * * * * * VIP

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    Wow..... there goes the neighborhood :xf.frown:

    Hopefully the service they are famous for will not fade but ultimately cost cuts will trickle down from the top.
     
    Last edited: Mar 9, 2018
  17. wwwweb

    wwwweb Top Member VIP

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    Not sure how namesilo, and these investors from Vancouver Canada got together.

    I didn’t know namesilo wasn’t cash flow positive enough, that they needed to take on investment.

    As Tony mentoned Moniker which held a lot of valuable domains at one point, pretty much sold, and resold for less every time I would assume.

    Under the terms of the Definitive Agreement, the Company will acquire all of the securities of NameSilo and, in consideration of which, the Company will pay a total of US$9,511,500 (the “Purchase Price”) to the members of NameSilo (the “NameSilo Members”). The closing of the Transaction is anticipated to be July 2, 2018.


    So just under $10M, original owners sold out, they are no longer in charge, these guys have to drive revenue, increase margins, in order to successfully spin this into a newly listed company. Given analysts are giving predictions the stock market could be headed for a bear market, and a correction, that will not be an easy feat. Considerable changes will have to be done, as it is a crowded space.

    I have seen this many times before, buyer is simply about getting listed, and unlocking that share equity which opens up stock options, and huge cash outs. This is a crowded space, namecheap godaddy moniker enom name epik crazydomains Uniregistry hexonet network solutions register.com 101 fabolous, I could go on for days. I see growth at namesilo to a point where they will start to hit a wall, and then that is where new ownership starts going drastic, and look to pump up margins to continue to show growth. If markets then, and Venture Capital goes into hibernation, it will be such the case that prices, and commissions increase.

    I went from like 50 to 400 domains there in a single month via transfer, I am going to suspend transfers as I get a bad vibe about this.

    I just know how founders, and investors differ when it comes to strategy, and namesilo has done well, up until now causing disruption, but that disruption can only run so far, before it starts flat lining, that is where "NEW" ownership starts to flex it's muscles, as they simply compare quarter, over quarter numbers, and %'s,

    Sorry guys, I know your good about answering on here, but you are no longer in charge. There are just to many choices in the marketplace, for me to risk what these guys are about to encounter on. The main things investors look for is that margin%, and for namesilo to be successful to this point it has to be small, and in order for it to grow it has to come of the topline of it's customers.
     
    Last edited: Mar 9, 2018
  18. namesilo

    namesilo Active Member NameSilo Staff

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    Thanks for the reply, but your statement that we are not in charge is not accurate. The same owner/operators who have always run the business continue to run and operate the business. Again, this is more of a financial play than operational. Again, there are no changes to management, systems, support or policies.
     
  19. Arca

    Arca Active Member VIP

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    The same team often stays in place after such domain company acquisitions, but that doesn't necessarily seem to have a positive impact on the outcome though.

    For example, after Escrow.com were acquired Brandon Abbey stayed on and said that "this is a win for our customers, our employees, our former owner and Freelancer" and that "The only changes you will see from Escrow.com are for the better. Very exciting times here."

    Escrow.com's service then deteriorated considerably and Brandon Abbey left about half a year later. Now he's with Payoneer.

    Acquisitions unfortunately just have a poor track record in this industry, so this kind of move is somewhat worrying for customers who expected the "status quo" of NameSilo being an independent private company to continue.
     
    Last edited: Mar 9, 2018
  20. namesilo

    namesilo Active Member NameSilo Staff

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    Yeah, we definitely understand the uncertainty. We really do hope that you will all give us a chance to prove what we've promised and to always feel free to let us know with any concerns. Again, we know our words are meaningless without follow through - that will be the ultimate test and what we hope we are judged on.
     
  21. Arca

    Arca Active Member VIP

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    DNW referred to them as a "publicly traded penny stock on the alternative Canadian Securities Exchange." Their investment portfolio is made up of these companies:
    br.png
     
  22. tonyk2000

    tonyk2000 Upgraded Member Gold Account VIP ★★★★★★★★★★

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    As a side note, NameSilo had become well-known and respected player in the market so fast that some competitors might start worrying. Some competitors might want to try to shut them down in one way or another, or at least to takeover them. Yes we never know what happens "behind the scenes"... why Canadians "Brisio"? These new owners are not known in domaining market, so one would reasonably guess that they may not necessary have enough understanding of domaining. They may be pros in stock market etc., but domaining is very different. Such companies often do "quick flips", technically similar to what domainers do right here, in appropriate sections of this forum. What if we see some press release someday disclosing the resale of NameSilo to "...." <competitors name here>
     
    Last edited: Mar 9, 2018
  23. namesilo

    namesilo Active Member NameSilo Staff

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    Hello. There are no such plans. Again, going public is a way to raise money to reinvest in the business. Brisio's lack of history in the domain industry in not overly relevant as they are simply investors. They are leaving it to the owner-operators of the business to continue building the business. There are no plans to shut the business down - only to add funding to help it grow faster and provide more resources.

    We really do understand all of the hesitation and concern. We know our actions are much more important than our words, so please keep a close eye and let us know if you see anything that has changed for the worst.
     
  24. carob

    carob Active Member VIP

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    The formula is cut costs, take on debt, sell fast. I hope that is not happening. I'm not rushing out the door, but I'm not moving anything more in till I get a sense of where this is going.

    Thank you @namesilo for the replies. If I have this right, you wanted further investment to expand. Just wonder what other avenues there might be for that? Truth is I had taken the registrar for granted and not asked who invested in it or what their goals are. But I did wonder if the low prices and high level of service in a low margin industry were there to pull in new customers who might find things changed later, whatever the good intentions of the founders.

    Namesilo provide a great service - that is why you are getting so many messages of concern here.
     
  25. Embrand

    Embrand Top Member VIP ★★★★★★★★★★

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    First of all congratulations to the founders of @namesilo!

    I understand some of the concerns raised. But I also think we should give them the benefit of the doubt. Surely, the new owners know that NameSilo are totally dependent on making domainers happy.

    They therefore also know that if domainers are not happy, they are capable of moving thousands and thousands of domains away instantly as they are not dependent on other products such as hosting.

    I'm actually more surprised that a competing registrar didn't grab this opportunity to gain an immensly popular registrar before Brisio did...
     

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