10/14/2022 Fiber Bidco SpA (Fedrigoni) (FEDRIG) EUR821,123,071 (EUR1.025bn with the exchange notes, from EUR875m) 144A/Reg S sr sec notes 2-part. B2/B/BB- (stable/stable/stable). Via GS (B&D)/IMI/MS/Santander/Nomura/UniCredit/BPER Banca jt books. No reg rights. List Lux. NY law. SMR at 100% of issue price if the acquisition is not completed by 06/30/23. Trade date 10/14. Settles 10/25 (T+7). The EUR150m upsize takes out in full the originally planned EUR150m term loan A.
- EUR572,662,656 (EUR725m with the exchange notes, from EUR675-725m) FRN due 10/25/27 (5y). NC1 (MWC B+50bp) (101, par). Floats/pays quarterly vs 3mE 03/31, 06/30, 09/20, 12/31, starting 03/31/23. 0% floor. Reg S ISIN: XS2548508451. IPT: E+600bp, 0% floor, 90.00 area OID. Px talk: E+600bp, 0% floor, 90.00-91.00 OID. Priced: 3mE+600bp, 0% floor, at 91.00. (EUR152,337,344 of new notes will be exchanged for existing notes at an exchange ratio of EUR1,098.90).
- EUR300m (from EUR300-350m) fixed rate notes due 10/25/27 (5y). NC2 (MWC B+50bp), then at 105.50, 102.75, 100. Equity claw: 2y 40% at 111.00. Interest pay 03/31 and 09/30, starting 03/31/23. Reg S ISIN XS2548508881. IPT: 11.75%-12.00% (with OID). Px talk: 11.75%-12.00% (including 2.5-3 points of OID). Priced: 11.00% at 97.25, yield 11.75%. +975bp vs DBR 0% 11/15/27.
Roadshow 10/10-13 (investor call at 12:30pm UKT 10/10). Books closed at 12pm UKT 10/14. UOP: (originally with EUR150m term loan A), to fund the acquisition of Fedrigoni by a joint venture between Bain Capital and BC Partners for EUR2.03bn, refinance Fedrigoni's (Fabric BC Spa (FBRICC)) existing notes (EUR450m sr sec FRN due 11/30/24 (callable at 100) and EUR225m sr sec FRN due 08/31/26 (callable at 100) for a net price of EUR432m net of cash on hand and notes exchanged by current holders into new notes with substantially the same terms as the new FRN, and fund the EUR21m acquisition of UNIFOL. Bain and minority shareholders will provide a EUR308m vendor loan. BC Partners will provide EUR584m in equity. BC Partners will purchase a 45.6% stake from Bain, while Bain will rollover EUR584m in equity, retaining a 45.6% stake. Management/Family will own the remaining 8.8%. Biz: a supplier of premium sustainable fibre-based customised labels and luxury packaging. HQ: Verona, Italy. (Acquisition was announced 07/26/2022).