How did Spanish food group Grupo SOS finesse a €994 million ($1.29 billion) loan to finance its acquisition of Bertolli SpA, the Italian olive oil business owned by Anglo-Dutch conglomerate Unilever plc/NV? Flexibility and patience. The acquisition, announced in July, might well have been derailed by the credit market implosion of mid-September. But the transaction was back on track in January, when the buyer rounded up 35 banks to finance the purchase.
"Market conditions meant that it took longer to put together the deal than we would have expected when the acquisition was announced," says Pedro de Rojas, a partner at Linklaters LLP, the law firm that advised lead manager and bookrunner Ahorro Corp. Financiera SA SV. "In pre-credit crunch market conditions, the purely financing aspects of a transaction such as this might have been put together in only four to five weeks. "In this case it was necessary to pre-syndicate, as a borrower is unlikely to find banks currently willing to underwrite significant amounts of debt on large transactions."
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Interestingly, according to sources at the banks, the pricing was not affected by the delay.
This was an unusual deal in the current climate because only a portion of it, €300 million, comes in the form of a bridging loan (in this case, to a rights issue). The remainder is provided for three- or five-year terms. Mandated lead arrangers were asked to commit €120 million and offered fees of 85 basis points over Euribor for the bridge facility and 160 basis over Euribor for the other tranches. Alongside Ahorro, lead arrangers included the U.K.'s HSBC Holdings plc and Royal Bank of Scotland Group plc and Spain's Banco Santander SA. Many of the 35 institutions involved are Spanish savings banks. De Rojas says this was not because no other banks were available. Rather, he says, "the company has a strong brand in Spain and strong relationships with Spanish savings banks." He acknowledges, however, that "in current conditions, such a syndicate might have been more difficult to put together if it was composed only of international, non-Spanish banks."
Despite its own strong brand and stable cash flow, Madrid-based Grupo SOS has had to be careful about its debt burden. After the Bertolli acquisition closes, it will be leveraged by around 6 times Ebitda. It is taking steps to lower that ratio by selling its biscuits division for €215 million and by selling a 10.5% stake in the company to Caja de Ahorros y Monte de Piedad de Madrid (commonly known as Caja Madrid, a savings bank) for €149.2 million.
To close those sales, Grupo SOS may need to dip once again into its reserves of flexibility and patience.