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Bain, Goldman & BC Partners sell Brenntag shares

by Jonathan Braude  |  Published February 24, 2012 at 12:26 PM
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BC Partners Ltd., along with co-investors Bain Capital LLC and Goldman Sachs Group Inc., picked the lock on their stake in German chemicals distributor Brenntag AG Friday, Feb. 24, to make their second lucrative share sale in as many months.

The trio sold 7 million Brenntag shares for €577.5 million ($774.5 million) or €82.5 million, after Goldman -- wearing a separate hat as bookrunner -- waived a 90-day lock-up agreed in January. The sale was at a 4.9% discount to Brenntag's closing price of €86.76 on Thursday.

A source said the price had risen sharply since the private equity firms sold an 8.7% stake in Brenntag at €70 a share on Jan. 5, and releasing such a large amount of stock might "take some of the wind out of the share." Nevertheless, the share continued to rise in Frankfurt on Friday, and was up 0.39% at 84.73 by early afternoon local time.

The PE investors, who hold their shares through the Luxembourg vehicle Brachem Acquisition SCA, said they sold a 13.6% stake in the company in Friday's offering, which was several times oversubscribed. Demand was strong enough for Goldman to increase the offering to 7 million shares from 5 million overnight.

Brachem, which is 80% owned by BC Partners, first floated Brenntag in March 2010 at €50 a share. It still holds 13.7% of the company, and the remaining shares are now locked in for a further 180 days, although that restriction may now be seen as flexible.

London-based BC Partners first bought control of Brenntag, of Mühlheim an der Ruhr, in Germany's industrial heartland, for €3 billion in a secondary buyout from Bain in 2006. Distributions to BC Partners' investors from Brenntag have reached 2.2 times their original money. The remaining stake at current market value is a further 0.7 times money, or. 2.9 times in total.

BC Partners, which earlier this week announced a €6.5 billion final close on its latest fund, used a U.S.-style, deal-by-deal carried interest model for these earlier investments and its general partners will receive a payout from the Brenntag sell-down, irrespective of whether the fund as a whole is in carry.

Brenntag, this week announced record 2011 results, with operating Ebitda of €660.9 million on sales of €8.68 billion.

CEO Steven Holland attributed this, in a statement, to "the underlying resilience of Brenntag, supported by a highly diversified business model which continued to capture growth from the regions around the world whilst maintaining a robust performance in those areas with more serious macroeconomic challenges."

The company claims a global market leadership position in full-line chemicals distribution, with a global network of more than 400 locations in 68 countries.
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Tags: Bain Capital | BC Partners Ltd. | Brachem Acquisition SCA | Brenntag AG | chemicals | Germany | Goldman Sachs Group Inc.

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