The deal is the largest buyout of a German company. Barclays, Credit Suisse, Goldman Sachs, HVB, Lehman Brothers, Mizuho Corporate Bank and UniCredito are bookrunners. General syndication comes after a senior phase that got a 100% hit rate with BNP Paribas, CIT, Commerzbank, Dresdner KW, Helaba, Nomura, Rabobank and SMBC joining.
The structure comprises a €750m eight-year term loan B paying 250bp over Euribor, a €750m nine-year term loan C paying 300bp, a €200m 9-1/2-year term loan D (second-lien) at 450bp, a €250m 18-month leasing bridge at 150bp, a €350m 18-month receivables bridge at 150bp, a €400m seven-year capex line at 200bp, a €300m seven-year revolver at 200bp and a €300m 10-year mezzanine piece paying 400bp cash and 475bp PIK. Unusually, there is no A tranche. The mezzanine and second-lien elements also include call protection which guarantees that the debt can only be taken out at 102 in the first year, resorting to par thereafter. Leverage is 3.7x net debt to Ebitda via the senior debt, 4.1x through the second-lien and 4.6x total.
Some €1.2bn of the B and C tranches have been carved out for institutions, with the remainder of those tranches included in the €30m pro rata ticket being offered to co-arrangers for 70bp upfront.
• MLAs on
Bookrunners are Banc of America Securities, Calyon, Deutsche Bank, Goldman Sachs, JPMorgan and Lehman Brothers. Mizuho Corporate Bank is MLA.
Investors are invited to join as joint lead arrangers on €100m for 100bp, as lead arrangers on €75m for 87.5bp, as arrangers on €50m for 70bp or as managers on €30m paying 55bp.
Senior debt is split between an €1.95bn seven-year opco term loan paying 185bp over Libor, a €400m seven-year opco revolver paying 185bp, a €200m eight-year holdco revolver at 225bp, a €333.817m holdco senior term loan B at 275bp and a €333.817m senior term loan C at 325bp.
In addition, there is a €165.53m holdco first loss tranche paying 500bp over Libor and a €524.174m 10-year mezzanine loan paying 4% cash and 4% PIK.
The opco/holdco structure is common on French deals as French law limits the amount of debt that can be carried at each level of the corporate structure.