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The market has put initial public offerings in the deep freeze. But despite the arctic chill, in mid-November German household goods maker Henkel AG & Co. KGaA managed to raise $2 billion through a public offering, selling its one-third stake in U.S. cleaning products group Ecolab Inc.
Düsseldorf-based Henkel sought the capital to pare down the debt it took on to buy National Starch and Chemical Co. The $5.3 billion deal, announced in August of last year, was part of Akzo Nobel NV's $16 billion purchase of Britain's Imperial Chemical Industries plc, the parent of National Starch.
"Though it was very comfortably debt financed, the company wanted to reduce this debt," says Yves Istel, a senior adviser at Rothschild. In the fall of 2007 Henkel called in Rothschild to renegotiate its complicated shareholder agreement with Ecolab.
That agreement precluded a conventional sale of St. Paul, Minn.-based Ecolab stakes. Rothschild helped negotiate a relaxation of restraints to allow for a share sale in the public market.
Weighing the desire for a single-A rating against doing an offering in a turbulent market, the company decided to launch an IPO amid the longest initial public offering dry spell in history. Its reasoning: "How does anyone know in this market when conditions will get better?" asks Istel. And November seemed like the right time to move, since the calendar was getting tighter, with Thanksgiving, Christmas and January earnings coming down the pike.
It's technically a secondary offering, but in all other aspects it is similar to an IPO, says Istel, noting that the deal included a road show. The three bookrunners, Goldman, Sachs & Co., Merrill Lynch & Co. and Credit Suisse Group, managed the road show and completed the bookbuilding process in just three days. And a tough three days it was, as the S&P 500 index fell 8.4%. The shares were priced at $30.50 on Nov. 12 and the deal completed on Nov. 13.
Henkel chose Goldman Sachs and Merrill Lynch, while Ecolab picked Credit Suisse, which also provided financial advice to the company.
Rothschild's advisory work builds on a 15-year history with Henkel. Istel, whose relationship with Henkel extends over 30 years, global co-head of equity capital markets advisory Adam Young, Randy Hazelton, Matthew Savage and Ralf Nachtigall were among the Rothschild bankers servicing the company.
Past work includes Henkel's purchase of Procter & Gamble Co.'s deodorants, its sale of Clorox Co., its acquisition of Dial Corp. and its revised joint venture with Ecolab.
For legal counsel, Henkel went with Cleary Gottlieb Steen & Hamilton LLP, whose team was led by William Groll, Les Silverman and James Small. Groll has frequently represented Henkel, including on its share exchange with Clorox, its acquisitions of Dial and its various transactions with Ecolab. In-house Henkel dealmakers included Lothar Steinebach, the company's CFO; Wolfgang Beynio; Thomas-Gerd Kuehn, general counsel; and Michael Rauch.
At Credit Suisse, the bankers providing financial advice to Ecolab were Steven Koch, vice chairman of M&A; Jeff Bunzel, the head of ECM Americas; John Pliant, a Chicago-based vice president; and Jim Nappo, a managing director in Chicago.
Skadden, Arps, Slate, Meagher & Flom LLP represented Ecolab, with Chicago-based partner Charles Mulaney Jr. at the helm, along with tax partner Maxwell Miller. Skadden this year also counseled Ecolab on its $250 million senior unsecured notes offering. In 2001, Skadden advised Ecolab in its $445 million acquisition of Henkel's 50% interest in the Henkel-Ecolab JV.
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