Milan, 30 June 2011 – Today Icon S.p.A., company controlled by the funds advised by BC Partners, has closed the acquisition of the shares in Gruppo Coin held by Financiere Tintoretto through Giorgione Investimenti S.p.A., representing the 69.3% of the Company share capital, for a total value of Euro 644,572,337.50, Euro 6.50 for each share of the Company.
As part of this transaction, Giorgione Investimenti S.p.A. purchased further 2.1% shares in Gruppo Coin from the management of Gruppo Coin, and further 7.3% shares in Gruppo Coin from Dicembre 2007, at the same price of Euro 6.50 for each share, for an overall amount of Euro 87,792,627.00.
The overall stake purchased by Icon S.p.A. constitutes 78.7% of the share capital of Gruppo Coin.
The Management reinvested – through an indirect participation – into Icon S.p.A. a significant part of the proceeds deriving from the sale of the shares to Giorgione Investimenti S.p.A. The new shareholder confirmed its support to the CEO, Stefano Beraldo, and to the management team of Gruppo Coin.
Within the context of the transaction, the BC Partners funds, and a group of managers and co-investors have executed shareholders' agreements concerning their participation in Gruppo Coin. The content of the same agreements will be described in more detail pursuant to the applicable regulation.
As a consequence of the transaction, a mandatory tender offer will be launched on all the remaining shares of Gruppo Coin at the price of Euro 6.50 per share, valuing the Company's equity at Euro 930,068,386.00. Pursuant to the law, the tender offer document will be submitted to Consob within twenty days as of today. Following to the conclusion of Consob's preliminary control, the offer period will be agreed upon with Borsa Italiana S.p.A. and will have a maximum duration of twenty-five days. For further information on the mandatory tender offer, please refer to the notice that will be made available to the public by the offeror at Borsa Italiana S.p.A. and on the Issuer's website www.gruppocoin.it
Gruppo Coin has executed a new facility agreement with a group of banks for an overall amount of up to Euro 649 million, increasing its available financial resources and extending the term of repayment from 2012 to 2017-2018.
Today the Company received the resignation letters of the Directors Andrea Carrara, Marta Coin, Roberto Ferraresi, Michel Paris, Raffaele Vitale and, further to the above, as already anticipated the next Shareholders' Meeting, called on 18 July 2011 on first call and (if necessary) on 20 July 2011 on second call, will be also required to appoint the new Board of Directors among the candidates included in the list filed on 23 June 2011 by Giorgione Investimenti S.p.A.
Gruppo Coin's CEO, Stefano Beraldo, said: "I want to thank PAI and FinCoin shareholders for letting me operate with autonomy and courage. Without such it would have been impossible for Gruppo Coin to achieve the present results. I want to thank the management for their responsibility and efforts. I want to assure the management as well as the new shareholders that I will use all my efforts in order to achieve the important targets we have set. I look forward to our partnership with BC Partners and I am confident that with their support we will achieve what we aim for".
Nikos Stathopoulos, Managing Partner of BC Partners, said: "We are delighted with the closing of the acquisition of Gruppo Coin and look forward to working with Stefano Beraldo and his management team to continue the Company's domestic and international expansion and the consolidation of the fragmented Italian apparel market, leveraging on the Group's established and attractive brands."
In connection with the transaction, which resulted in a change of control of the Company, Gruppo Coin executed with a group of banks (Banca IMI S.p.A., BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Mediobanca – Banca di Credito Finanziario S.p.A., Natixis S.A., UBS Limited e UniCredit S.p.A.) a new facilities agreement, that will replace the agreement executed on 24 April 2007 which includes a "change of control" clause and would in any case expire in 2012. The new facilities agreement grants Gruppo Coin and some of its subsidiaries facilities for an overall maximum amount between Euro 609 and 649 million, that will be applied in part to refinance the existing indebtedness of Gruppo Coin and Oviesse, and in part to finance new investments and for corporate and working capital purposes.
The new agreement, having a duration between six and seven years, will include in particular:
- two medium-long term loan facilities (named "Facility A1" and "Facility B1") in a maximum amount of about Euro 429 million;
- a "capex" facility (to be used to finance new investments and acquisitions) in a maximum amount of Euro 60 million;
- a "revolving" credit facility (to be applied towards general corporate and working capital purposes as well as for the repayment of the existing indebtedness on the closing date) in a maximum amount of at least Euro 120 million, and up to maximum Euro 160 million to the extent not utilized by the new parent companies under their distinct facilities agreement.
The group of Banks also granted further potential facilities, in an amount of about Euro 336 million, in favor of the company which might result from a possible merger (pursuant to article 2501 bis of the Italian Civil Code) between Gruppo Coin and the parent companies that are direct and indirect shareholders of the Company.
In the framework of the new financing, Gruppo Coin and some of its subsidiaries provided some representations, undertakings, guarantees and security – in accordance with market standards – aimed at securing the repayment of the facilities made available by the group of Banks.
Pursuant to the new facilities agreement, representations, undertakings, guarantees and security (including the pledge on the 78.7% shares of Gruppo Coin) are provided also by the parent companies (direct and indirect shareholders of the Company); said undertakings also relates to the consolidated financial requirements (so called "financial covenants") that will have to be complied with by the new enlarged group, including the new parent companies (to which distinct facilities have been granted). The new facilities agreement also includes a mandatory prepayment clause that would be triggered in case of "change of control", in accordance with market standards for transaction of this kind and value.
Advisor of the transaction
Financière Tintoretto S.A. has been advised by UBS and Mediobanca – Banca di Credito Finanziario, while BC Partners has been advised by Bank of America Merril Lynch and HSBC. The financing of the transaction has been arranged by Banca IMI S.p.A., BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Mediobanca – Banca di Credito Finanziario, Natixis S.A., UBS Limited, Unicredit S.p.A.
Four Partners Advisory SIM S.p.A. has advised Fincoin S.r.l.
Latham and Watkins has advised Financière Tintoretto S.A.; Dickson Minto, Giliberti Pappalettera e Triscornia and Studio Tributario Associato Facchini Rossi Scarioni have advised BC Partners; Studio Legale Bassilana e Associati has advised Gruppo Coin S.p.A.; Legance Studio Legale Associato has advised Dicembre 2007 S.p.A., Gianni Origoni Grippo & Partners and Studio Legale e Tributario Biscozzi Nobili have advised the management.