REG - Public Policy Hldg - Acquisition of Pine Cove Capital

Public Policy HoldingAnnouncement

14/07/2025 07:00

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RNS Number : 8908Q  Public Policy Holding Company, Inc.  14 July 2025

14 July 2025

Public Policy Holding Company, Inc.

("PPHC" or the "Group")

Acquisition of Pine Cove Capital

Earnings accretive acquisition expands Group presence in key Texas market

Public Policy Holding Company, Inc. (AIM: PPHC), the leading government
relations, public affairs and strategic communications group, has entered into
a binding agreement on 11 July 2025 to acquire the business and assets of Pine
Cove Capital, LLC, a premier Texas-based strategic consulting firm (the
"Acquisition"), for an initial consideration of $3.0 million and a total
potential consideration of $13.0 million. Upon completion, which is
anticipated to occur in August 2025, the Acquisition is expected to be
immediately accretive to the Group's underlying earnings.

Based in Austin, Texas, Pine Cove Capital is led by the Honorable George P.
Bush, who previously served as the 28(th) Land Commissioner for the State of
Texas.

Following completion, under Commissioner Bush's leadership and operating under
a new name, Pine Cove Strategies ("Pine Cove") intends to establish and build
a Texas state government relations practice in addition to its existing
strategic consulting offering.

Acquisition highlights

·    The Acquisition is in line with the Group's growth strategy to expand
into certain key US state capitals, complementing the Group's federal
capabilities with best-in-class local market expertise. Texas, as one of the
largest state economies and most consequential for public policy activities,
has long been one of the Group's stated priorities for local government
relations expansion.

·    Austin, the capital of Texas, is a critical nexus of business,
politics, and regulatory affairs. Together with the April 2025 acquisition of
TrailRunner International, this Acquisition enhances the Group's ability to
deliver top-tier strategic communications and government relations services
across Texas, supporting clients at greater scale both locally and nationally.

·    Pine Cove will become PPHC's third state government relations
operation, alongside KP Public Affairs (California) and O'Neill and Associates
(Massachusetts). Combined with MultiState's 50-state reach, this further
strengthens PPHC's leadership in the fragmented state government relations
market.

·    The business assets of Pine Cove Capital, LLC will be acquired
through a newly formed wholly owned subsidiary, Pine Cove Strategies, LLC,
which will retain its brand and operate independently. The Group sees strong
revenue and profit synergy potential across its 1,300+ client base.

·    Upon completion, the Acquisition is expected to be immediately
accretive to underlying earnings per share.

 

 Overview of Pine Cove Capital

·    Pine Cove Capital is a strategic consulting firm that serves as a
long-term partner to clients ranging from start-ups to established businesses
and Fortune 500 companies.  It advises and supports clients in navigating
regulatory and complex business challenges. The founders, Commissioner George
P. Bush and Amanda Bush, are native Texans with combined experience of over 40
years in government, business and law. Pine Cove Capital has a far-reaching
network throughout Texas, the second largest state economy in the US and would
rank as the 8(th) largest economy in the world.

·    Commissioner Bush is an attorney, businessman and former Naval
Intelligence Officer.  Before co-founding Pine Cove Capital, he served as the
28(th) Texas Land Commissioner.

·    Amanda Bush is an attorney who practiced commercial law for 14 years
before co-founding Pine Cove Capital. She has sat on the Board of Directors
and Board of Advisors for several clients.

·    For the last 12 months ended 31 May 2025 Pine Cove achieved unaudited
net revenues of $1.6m and on an adjusted proforma basis, profit before tax of
$0.7m implying a 47% margin. Unaudited revenues for the calendar year ended 31
December 2024 were $1.2m.

Key terms of the Acquisition

·    The initial consideration of $3.0 million will be satisfied on
completion, which is expected to occur on 1 August 2025, in part by the
issuance of 214,146 New Common Shares of $0.001 each at a price
of £1.5458 per Common Share, totaling $0.45 million, and the balance
of $2.55 million paid in cash.

·    The initial consideration of $3.0 million is anticipated to be
funded 85% ($2.55 million) in cash and 15% ($0.45 million) through the issue
of new common shares in PPHC to Pine Cove Capital, LLC (the "New Common
Shares").

·    Further earnout payments are contingent on Pine Cove achieving an
agreed level of profit growth between 2025 and 2028, promoting alignment with
the Group's broader growth objectives. If payable, the earnout payments will
be funded partially in cash and partially through the issue of New Common
Shares. Total payments (including completion and earnout payments) are capped
at $13.0 million. This maximum would be achieved if Pine Cove was to realise
more than c.35% compound annual profit growth from 2025 through 2028.

·    Shares issued to the selling entity will be subject to a vesting
period, and Commissioner Bush will be subject to certain restrictive
covenants.

·    Net assets of Pine Cove Capital, LLC transferred upon completion
amount to $0.0 million.

 

Issue of New Common Shares

As part of the initial consideration payable, 214,146 New Common Shares
of $0.001 each are to be issued to the selling entity, Pine Cove Capital,
LLC. An application will be made for the New Common Shares, which will rank
pari passu with the existing Common Shares in issue, to be admitted to trading
on AIM. Dealings are expected to commence shortly after the closing date and a
further update will be provided at the time of closing, including the total
issued and voting share capital upon admission.

Stewart Hall, CEO of PPHC, commented:

"Texas is a priority market and of critical importance to the national and
global economy. It is also a state that is currently experiencing a
significant influx of business. PPHC, with unmatched local scale, is set to
capitalise on this as the requirement for our capabilities increases. I'm
therefore extremely pleased to welcome Pine Cove to the PPHC family. With
George and Amanda's deep relationships and proven track record in Texas
politics, we're looking forward to turbo charging Pine Cove's growth by adding
a government relations practice to its existing strategic communications
services, and through the cross-referral of work within the broader PPHC
network."

Commissioner George P. Bush, Managing Partner of Pine Cove Strategies,
commented:

"Joining PPHC marks a transformative step for Pine Cove Capital and our
clients," said Commissioner Bush.  "By combining our deep Texas roots and
local expertise with PPHC's national scale and resources, we can deliver a
broader suite of services and greater strategic value to organizations
navigating today's complex policy and business landscape. This partnership
empowers us to offer clients seamless access to top-tier government relations
and communications capabilities-both in Texas and across the country-while
retaining the personalized service and trusted relationships that define our
firm. Together, we are uniquely positioned to help clients achieve their goals
in one of the world's most dynamic markets, leveraging PPHC's extensive
network and proven track record of success."

 

This announcement contains inside information under the UK Market Abuse
Regulation. The person responsible for arranging for the release of this
announcement on behalf of the Company is Roel Smits, CFO.

 

Enquiries

 Public Policy Holding Company, Inc.            +1 (202) 688 0020

 Stewart Hall, CEO

 Roel Smits, CFO
 Stifel (Nominated Adviser & Joint Broker)

 Fred Walsh, Brough Ransom, Ben Good            +44 (0) 20 7710 7600
 Canaccord Genuity (Joint Broker)

 Simon Bridges, Andrew Potts                    +44 (0) 20 7523 8000
 Burson Buchanan (Media Enquiries)

 Chris Lane, Toto Berger, Jesse McNab           +44 (0) 20 7466 5000

pphc@buchanan.uk.com (mailto:pphc@buchanan.uk.com)

About PPHC

Incorporated in 2014, PPHC is a global government relations, public affairs
and strategic communications group providing clients with a fully integrated
and comprehensive range of services including government and public relations,
research, and digital advocacy campaigns. Engaged by over 1,300 clients,
including companies, trade associations and non-governmental organisations,
the Group is active in all major sectors of the economy, including healthcare
and pharmaceuticals, financial services, energy, technology, telecoms and
transportation. PPHC's services support clients to enhance and defend their
reputations, advance policy goals, manage regulatory risk, and engage with
federal and state-level policy makers, stakeholders, media, and the public.

PPHC operates a holding company structure and currently has eleven operating
entities and a global presence. The Group has a strong track record of organic
and acquisitive growth, the latter focused on enhancing its capabilities and
to establish new verticals, either within new geographies or new related
offerings.

For more information, see www.pphcompany.com (http://www.pphcompany.com/) .

 

 

 

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