LBO Syndications arranged July/August

Applus

Target nation: Spain

Date announced: 25/07/07

Deal type: LBO

Acquirer (s): Carlyle

Total value: €1.48bn

Mandated arranger (s): Barclays Capital, Calyon, Caja Madrid, SG and ICG

Financing: Unknown

The loan backing the buyout of Applus by Carlyle Group for €1.48bn has been mandated to Barclays Capital, Calyon, Caja Madrid, SG and ICG. Caixa Catalunya will be taking a 25% stake in Applus and will lead a group of institutional investors taking part in the deal. They are said to include: Caixa Manresa, Caixa Terrassa, Caixa Sabadell, Caixa Tarragona, RACC, and Caixa Girona. Applus is a Spanish inspection, certification and testing company.

Avanza

Target nation: Spain

Date announced: 12/12/06

Deal type: LBO

Acquirer (s): Doughty Hanson

Total value: Undisclosed

Mandated arranger (s): UniCredit (HVB)

Financing: €495m

The €495m loan backing the acquistion of Avanza Group by Doughty Hanson, mandated to UniCredit (HVB) as mandated lead arranger and sole bookrunner has closed. Banco Santander and Mizuho joined as mandated lead arrangers ahead of the general syndication. The banks that joined as arrangers were: Alliance & Leicester, BayernLB and Hypo Public Finance Bank. The co-arrangers were Bank of Ireland, Helaba, La Caixa and SMBC. The lead managers were Allied Irish Banks and BBVA. Finally, Banesto came in as a manager. The facility comprises: a ten-year €430m term loan; a seven-year €40m acquisition and capex line and a seven-year €25m revolver. The margin ratchets between 150bp and 175bp. Leverage is 7.6x. Avanza is a Spainish bus company with over 3,000 employees and over 1,100 vehicles. It is said to have stable cash flows that enable the deal to be treated as an infrastructure financing. Doughty Hanson is reported to have bid around €600m for Avanza.

Bavaria Yachtbau

Target nation: Germany

Date announced: 27/06/07

Deal type: LBO

Acquirer (s): Bain Capital

Total value: €1.3bn

Mandated arranger (s): Goldman Sachs and UniCredit (HVB)

Financing: Unknown

Goldman Sachs and UniCredit (HVB) have been mandated to arrange the loan backing the buy-out of Bavaria Yachtbau by Bain Capital.

Brake Bros

Target nation: UK

Date announced: 29/06/07

Deal type: Secondary buyout

Acquirer (s): Bain Capital

Total value: £1.3bn

Mandated arranger (s): Barclays

Financing: Unknown

Barclays has been mandated as sole mandated lead arranger and bookrunner on the loan backing the buyout of Brake Bros by Bain Capital. Bain is reported to be paying Clayton Dubilier & Rice around £1.3bn for the UK food service company.

BUPA

Target nation: UK

Date announced: 19/06/07

Deal type: LBO

Acquirer (s): Cinven

Total value: £1.44bn

Mandated arranger (s): RBS

Financing: £1.1bn

The circa £1.1bn loan backing the buy-out of Bupa‘s hospitals by Cinven has been mandated to RBS. Cinven is paying £1.44bn for the assets. The loan will have around £300m of opco and £800m of propco debt.

Burton’s Foods

Target nation: UK

Date announced: 19/03/07

Deal type: LBO

Acquirer (s): Duke Street Capital

Total value: Unknown

Mandated arranger (s): CIBC

Financing: £222m

CIBC has been mandated to arrange a £222m package backing the buyout of UK biscuit maker Burton’s Foods by sponsor Duke Street Capital. Syndication is likely to launch in July. The package is made up of £160m in senior debt with £31m of second lien and £31m of mezzanine debt.

Camaieu

Target nation: France

Date announced: 16/05/07

Deal type: Secondary buyout

Acquirer (s): Cinven

Total value: €1.45bn

Mandated arranger (s): RBS

Financing: Undisclosed

The c. 1.45bn loan backing Cinven‘s buy-out of French clothing retailer Camaieu, with Calyon, BNP Paribas and RBS as mandated lead arrangers, may go into a second phase of syndication for its senior and second lien tranches, though the residual underwrite is one, of the mandated lead arrangers said, “not colossal”. General syndication was launched on June 21 and banks were invited in on €30m for 60bp and €20m for 40bp. The facility comprised total senior debt of around €1bn, in term loans A, B, and C of seven, eight and nine years respectively, priced at 222bp on the B and 275bp on the C. The nine-and-a-half year second lien facility of around €140m is priced at 425bp and the ten-year E140m mezzanine line margin ranges between all PIK paying 14% and cash plus PIK at 8.5%. In addition, there is a seven-year capex line of €75m, with a margin of 187.5bp and a seven-year RCF of €100m. Camaieu is a French retailer of women’s fashions, with around 557 stores, that has been expanding into Poland, Sapin, Italy, the Czech Republic and Belgium. Axa Private Equity is selling its 64.5% stake in the retailer. Camaieu is not the only retailer to have faced a strong headwind in trying to syndicate a loan in the current market.

CBR

Target nation: Germany

Date announced: 22/02/07

Deal type: LBO

Acquirer (s): EQT

Total value: €1.5bn

Mandated arranger (s): RBS and Unicredit

Financing: Unknown

CBR Holdings has asked lenders to respond to a request for a pricing and structural flex on its €1.25bn debt facility. The facility is mandated to HVB and RBS. Calyon, Dresdner Kleinwort, Mizuho, NordLB, Nykredit and WestLB joined as mandated lead arrangers prior to syndication. It is said that six relationship funds took large tickets. If accepted, the flex would result in the following structure: an unchanged €350m seven-year term loan A priced at 200bp; an eight-year €375m term loan B, increased by €25m and paying 212.5bp, down 37.5bp; a nine-year €375m term loan C increased by €25m and paying 237.5bp, down 50bp, a nine-and-a-half year €100m second-lien loan paying 400bp, reduced by €50m and down 150bp. The €50m seven-year revolver would be unaltered 200bp. The new structure would result in senior debt leverage of 5.56x and total leverage would be just over 6x, down from 6.3x. The debt backs EQT‘s €1.5bn secondary buyout of CBR, which is a German retailer, from Apax and Cinven.

ELIS

Target nation: France

Date announced: 08/08/07

Deal type: Secondary buyout

Acquirer (s): Eurazeo

Total value: €2.28bn

Mandated arranger (s): Unknown

Financing: Unknown

French private equity firm Eurazeo last week agreed a deal to buy ELIS, a France based supplier of workwear and linen rental and hygiene services. The business has an enterprise value of €2.28bn, which will include a €500m equity contribution. The deal is expected to close in the fourth quarter. BNP Paribas is understood to be close to the mandate but has refused to comment on the deal. ELIS has revenues of around €950m and employs 13,000 people across Europe.

Eltel Networks

Target nation: Finland

Date announced: 12/06/07

Deal type: Secondary buyout

Acquirer (s): 3i

Total value: Undisclosed

Mandated arranger (s): BNP Paribas and Mizuho

Financing: €535m

BNP Paribas and Mizuho have been mandated to arrange a €535m package backing 3i Nordics buyout of Eltel Networks, a Finnish telecoms networks business. Facilities include a €280m term loan B, €200m of ancillary facilities, €55m of second lien and a €75m PIK piece. Leverage is 5.4x through senior, 6.4x through second lien and 7.9x through total debt. The deal will come to the market in September.

Euro-Druckservice

Target nation: Germany

Date announced: 21/03/07

Deal type: LBO

Acquirer (s): 3i

Total value: Undisclosed

Mandated arranger (s): Dresdner Kleinwort

Financing: €150m

Dresdner Kleinwort has closed the €190m senior and mezzanine debt package supporting the buyout of Euro-Druckservice (EDS). 3i is buying the group from Verlags-Gruppe Passau and is the private equity group’s first buyout in Central and Eastern Europe.

Debt is split between a €15m seven-year term loan A paying 212.5bp over Libor, a €40m eight-year term loan B paying 262.5bp, a €50m nine-year term loan C at 312.5bp, a €20m seven-year revolver at 212.5bp an a €20m seven-year capex. In addition there is a €45m mezzanine loan.Leverage ratios are set at 3.9x senior and 5.5x total debt.

Foxtons

Target nation: UK

Date announced: 21/05/07

Deal type: LBO

Acquirer (s): BC Partners

Total value: £390m

Mandated arranger (s): Bank of America and Mizuho Corporate Bank

Financing: £170m

Bank of America and Mizuho Corporate Bank as mandated lead arrangers are out with the £170m debt package supporting BC Partners‘ buyout of Foxtons, the British estate agent. Senior debt is split between a senior B loan priced at 2.375bp, a C loan at 2.875bp and a £10m revolver. In addition there is a £70m mezzanine loan priced at 825bp. The sponsor is providing an equity cheque equivalent to 33% of the total capitalisation.

Gambro Healthcare

Target nation: Sweden

Date announced: 07/05/07

Deal type: LBO

Acquirer (s): Bridgepoint

Total value: Undisclosed

Mandated arranger (s): GE Commercial Finance

Financing: SEK5.5bn

Bookrunners Dresdner Kleinwort and RBS with mandated lead arranger GE Commercial Finance has launched syndication of the SKr5.15bn (€564m) debt package supporting Bridgepoint’s buyout of Gambro Healthcare. The facility has a full covenant package. Debt is split between a €295m eight-year term loan B paying 250bp, a €110m seven-year revolver paying 212.5bp, a €55m nine-and-a-half-year second-year loan paying 425bp, a €52m 10-year mezzanine and a €52m 10-and-a-half-year junior mezzanine. Bank lenders are invited to join on a €25m ticket earning 70bp or on €15m for 60bp. Replies are requested by August 10.

Healthcare at Home

Target nation: UK

Date announced: 01/08/07

Deal type: Secondary buyout

Acquirer (s): Hutton Collins

Total value: £200m

Mandated arranger (s): Landsbanki, Nomura

Financing: £145m

Nomura as mandated lead arranger and bookrunner with Landsbanki as mandated lead arranger are mandated to arrange the senior and subordinated debt package to support Hutton Collins‘ buy-out of Healthcare at Home. The facilities will include £105m in senior and second lien loans, a £25m revolver, a £15m mezzanine loan and a PIK loan Healthcare at Home was founded in 1992 by Charles Walsh and funds advised by Apax Partners invested in the Company in 1995. The Company was put up for sale earlier this year. The company today has revenues of around £450 million and is the leading provider of complex home healthcare services in the UK, providing essential pharmaceuticals and specialist nursing care to approximately 40,000 patients with acute and chronic conditions.

IWKA Packaging

Target nation: Germany

Date announced: 19/04/07

Deal type: LBO

Acquirer (s): Odewald

Total value: Undisclosed

Mandated arranger (s): Dresdner Kleinwort

Financing: €235m

Dresdner Kleinwort as mandated lead arranger has completed the €235m debt package supporting Odewald‘s €235m buyout of IWKA Packaging. The facility was oversubscribed in syndication resulting in a reverse pricing flex to the term loan A and revolver. Senior debt is now split between a €25m seven-year term loan A priced at 212.5bp down from 225bp over Libor, a €42.5m eight-year term loan B at 250bp, a €42.5m nine-year term loan C at 300bp, a €50m at seven-year revolver at 212.5bp down from 225bp and a €45m seven-year guarantee facility at 150bp. In addition there is a 10-year mezzanine loan. Leverage is set at 4.2x senior debt and 5.3x total. IWKA’s packaging division comprises more than 20 companies in Europe, North and South America and Asia. It had sales of over €400m and more than 2,500 employees in 2006.

Lloyds TSB Registrars

Target nation: UK

Date announced: 21/05/07

Deal type: LBO

Acquirer (s): Advent International

Total value: £580m

Mandated arranger (s): Lehman Brothers and Lloyds TSB

Financing: £550m

Lehman Brothers and Lloyds TSB have flexed upwards financing for Advent‘s £580m buyout of Lloyds TSB Registrars. The price flex see the margin on the term loan B increased to 250bp over Libor from 225bp and the margin on the term loan C increased to 300bp from 262.5bp. Senior facilities are now offered at an Original Issue Discount (OID) of 99.75. Second lien pricing has been priced up to 525bp, from price talk of with talk of 4.5% to 5%. Second lien will price with an OID of 99.50. The total debt facilities are close to £550m. Senior debt is split between a £164.5m term loan B, a £164.5m term loan C, a £29m one-year working capital bridge at 262.5bp, a £20m seven-year revolver at 217.5bp and a £30m seven-year acquisition at 225bp. In addition there is £53m of nine-and- a- half- year second lien and a £67.5m 10-year PIK piece, which sits as non cash pay mezzanine. Banks are offered a £20m ticket with a 75bp fee. Lloyds TSB Registrars provides shareholder registration services to a public companies.

Mauser

Target nation: Germany

Date announced: 08/05/07

Deal type: Secondary buyout

Acquirer (s): Dubai International Capital

Total value: €850m

Mandated arranger (s): Barclays and Citi

Financing: €825m

The €825m loan backing the buyout of Mauser has closed with oversubscriptions on the fund and second lien tranches. The facility, which is mandated to Barclays and Citi, also has a toggle element, which remains in place. Despite the oversubscription, syndication is rumoured not to have been an easy affair. The loan comprises: an eight-year term loan B of €285m paying 237.5bp; a nine-year €285m term loan C paying 262.5bp; a seven-year €75m revolver paying 200bp; a €140m ten-year second lien loan paying 5% (which has the toggle feature). There is also an acquisiton facility of €50m at 200bp. Banks were invited in on €25m for 90bp and €15m for 70bp. Mauser was acquired by Dubai International Capital for €850m from One Equity Partners.

Maxeda

Target nation: Netherlands

Date announced: 06/07/07

Deal type: LBO

Acquirer (s): KKR, Permira and Cinven

Total value: Undisclosed

Mandated arranger (s): ABN AMRO and Citi Group

Financing: €1.1bn

Mandated lead arrangers ABN AMRO and Citi Group bowed to investor pressure last week and strengthened the covenant package of the €1.1bn loan package supporting the buyout of Maxeda. KKR, Permira and Cinven are sponsors. The arrangers have amended what was launched as a covenant-lite transaction to include a maintenance covenant. The all senior deal had received considerable investor push back in light of the recent credit downturn in the US and resultant secondary volatility in Europe. With Maxeda the first casualty of increased investor caution, eyes will now turn next week to Debitel, which is preparing to launch its €1.4bn covenant-lite loan.

Nidan Soki

Target nation: Russia

Date announced: 06/08/07

Deal type: LBO

Acquirer (s): Lion Capital

Total value: Undisclosed

Mandated arranger (s): Goldman Sachs

Financing: Unknown

In the first Western-style leveraged buyout in Russia, Lion Capital has agreed to buy the country’s third-largest fruit juice maker, Nidan Soki. The acquisition is expected to close in September and will be supported by a Goldman Sachs-led senior and junior debt package. Nidan has sales of about US$270m and Lion is believed to be paying around twice this figure for the group, putting it in line with recent sector averages. The debt is likely to emerge with a leverage multiple of between seven and nine times and will be targeted at bank lenders as well as emerging market credit funds. The debt is said to have a “classic structure” that will be robust enough to attract liquidity even in the context of the savage downturn in leveraged finance.

ONE

Target nation: Austria

Date announced: 20/06/07

Deal type: LBO

Acquirer (s): Mid Europa

Total value: €1.4bn

Mandated arranger (s): TBC

Financing: €1bn

The circa €1bn loan backing the €1.4bn buy-out of ONE, the third mobile operator in Austria, by private equity group Mid Europa and France Telecom is close to mandate, with Morgan Stanley, SG and RBS thought to be close to the deal. The debt will be non-recourse to France Telecom, which is taking around 35% of the equity in ONE, with the rest going to Mid Europa. France Telecom already held a 17.45% stake in ONE, through its mobile arm Orange. This is said to be the largest leveraged buy-out in Austria to date.

Parkeon

Target nation: France

Date announced: 27/04/07

Deal type: Secondary buyout

Acquirer (s): Barclays Private Equity

Total value: €260m

Mandated arranger (s): AIB

Financing: €206m

The €206m package backing the secondary buyout of Parkeon by Barclays Private Equity from Apax has closed and allocated. BNP Paribas is sole arranger, AIB joined as mandated lead arranger ahead of syndication. Leverage is 4.7x through the senior and 6.6x through total debt. Facilities for the mid market French deal offered traditional market pricing including a €47m seven year A loan paying 200bp over Euribor, a €30m eight year B loan paying 250bp, a €30m nine year C loan paying 300bp, a €20m seven year revolver paying 200bp, an €11m seven year acquisition finance facility paying 200bp and a €20m second lien facility paying 475bp over. Additional €23m mezzanine and €25m junior mezzanine pieces were pre placed. Two tickets of €15m and €7.5m were offered to investors. Parkeon supplies services to parking meter and car parks operators.

Scandlines

Target nation: Denmark

Date announced: 19/06/07

Deal type: LBO

Acquirer (s): Allianz SE

Total value: Unknown

Mandated arranger (s): ING, Mizuho, SG and RBS

Financing: €1.5bn

The eight-year €1.5bn loan backing the acquisition of the Scandlines ferry business by Allianz SE, a consortium formed of Allianz Capital Partners, 3i and Deutsche Seereederei (DSR), has been launched to a small group of sub-underwriters. ING, Mizuho, SG and RBS are leading the deal. The facility comprises an eight-year amortising term loan and another eight-year line that is part amortising, part bullet. Scandlines is a Baltic ferry operator and was being run as a JV between Deutsche Bahn and the Danish Ministry of Transport and Energy. The new ownership structure sees Allianz Capital Partners and 3i both holding 40%, while DSR has the remaining 20%. The Allianz SE consortium has stated that it has a long-term business plan for Scandlines, and that the company will be listed.

Stork

Target nation: Netherlands

Date announced: 19/06/07

Deal type: LBO

Acquirer (s): Candover

Total value: €1.5bn

Mandated arranger (s): Barclays and Goldman Sachs

Financing: Unknown

Barclays and Goldman Sachs have been mandated to arrange the loan backing the buyout of Stork by Candover. Candover’s €1.5bn bid for the Dutch industrial group has been recommended to shareholders. Centaurus Capital and Paulson & Co, which together hold around 33% of the stock have already accepted the offer.

Talkline

Target nation: Germany

Date announced: 05/07/07

Deal type: Acquisition

Acquirer (s): Debitel (Permira)

Total value: Unknown

Mandated arranger (s): Deutsche Bank, JP Morgan, Lehman Bros, RBS, UniCredit (HVB) and UBS

Financing: €1.4bn

Debitel has mandated Deutsche Bank, JP Morgan, Lehman Bros, RBS, UniCredit (HVB) and UBS to arrange a €1.4bn loan backing the acquistion of Talkline for around €560m.

Debitel, which is owned by Permira, and Talkline, which is owned by Apax, Blackstone, KKR, Permira and Providence Equity (together in the guise of Nordic Telephone Company) , are both German mobile resellers.

Thule

Target nation: Sweden

Date announced: 31/05/07

Deal type: Secondary buyout

Acquirer (s): Nordic Capital

Total value: Undisclosed

Mandated arranger (s): Nordea

Financing: Unknown

Thule has mandated Nordea as bookrunner and mandated lead arranger on the loan backing its buyout by Nordic Capital from Candover. Thule is a Swedish sports utility business with products including rootop boxes, roof rails, snow chains, towing systems and motor home accessories. It had proforma sales of €721m in 2006. The European commission has set a deadline for an inquiry into the takeover of July 20.

V-Holdings

Target nation: UK

Date announced: 19/03/07

Deal type: Secondary buyout

Acquirer (s): Exponent Private Equity

Total value: Undisclosed

Mandated arranger (s): HSBC

Financing: US$267m

The US$267m debt backing Exponent Private Equity‘s buyout of V-Holding, the world largest marine services group, has closed via bookrunner HSBC. Launched prior to the turbulence that is currently affecting the leveraged finance market, the deal has cleared without any changes to the structure. Debt comprises a US$180m eight-year term loan B at 250bp over Libor. A US$60m seven-year capex/acquisition line at 225bp and a US$27m seven-year revolver at 225bp.

Zodiac Marine

Target nation: France

Date announced: 17/04/07

Deal type: LBO

Acquirer (s): Carlyle

Total value: Unknown

Mandated arranger (s): ING

Financing: €1.18bn

ING as mandated lead arranger and bookrunner has completed the €1.18bn debt package supporting Carlyle’s buyout of Zodiac Marine, a pool care product company. In keeping with the poor market theme, the deal required an upward flex on the term loan with funds offered an OID of 50bp. Senior debt is now split between a €680m eight-year term loan B now paying 275bp up from 250bp over Libor, a €120m seven-year revolver at 200bp and a €80m seven-year capex at 200bp. In addition there is a €150m nine-and-a-half-year second lien loan and a €150m mezzanine loan. Opening leverage is 4.9x debt to EBITDA to senior debt rising to 6x through the second lien and 7.2x in total. As part of the buyout, the ownership of Jandy Pool Products, the pool-equipment division of Water Pik, will be transferred to the new entity. Carlyle and Zodiac bought Water Pik a year ago on an 80/20 ownership basis. Once the transaction is complete Carlyle will own 72% of the venture with Zodiac controlling the remainder.

Source: IFR Loans/EVCJ