On 1 December 2016, LSF10 XL Bidco SCA ('Lone Star') signed an SPA to acquire Xella International S.A. and its affiliates ('Xella') from its previous shareholders PAI Partners and Investment Funds managed by the Merchant Banking Division of Goldman Sachs (the 'Acquisition'). The Acquisition is subject to, among other things, the relevant antitrust approvals and is expected to close no later than around the end of the first half of 2017. Upon closing of the Acquisition, Xella’s existing debt securities and credit facilities are expected to be fully repaid and discharged.
Xella is a leading European producer of premium branded building solutions, including environmentally-friendly wall-building materials and premium dry lining products. Xella is also a leading European producer of high-quality lime solutions for a wide range of industrial and environmental applications. For the LTM period ending 30 September 2016, Xella reported revenue of €1,311.0m and Normalized EBITDA of €271.3m (margin of 20.7%).
The acquisition and related expenses will be financed by a combination of proceeds from Lone Star and a senior secured debt package arranged by Credit Suisse International, Goldman Sachs International and Morgan Stanley Bank International Limited as Joint Physical Bookrunners and BNP Paribas Fortis SA/NV, BNP Paribas, London Branch, Jefferies Finance Europe, SCSP, Crédit Agricole Corporate and Investment Bank, Crédit Agricole Corporate and Investment Bank Deutschland, Niederlassung einer französischen Société Anonyme, UniCredit Bank AG, Barclays Bank PLC and Deutsche Bank AG, London Branch as Joint Bookrunners (the 'Financing'). The Financing is expected to be syndicated to a group of institutional investors and banks prior to closing of the Acquisition.
This press release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America ('U.S.'), Australia, Canada, Japan or in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), or the laws of any state of the U.S., and may not be offered, sold or otherwise transferred in the U.S. absent registration or pursuant to an available exemption from registration under the Securities Act. Neither Xella International S.A. nor its shareholder intends to register any securities referred to herein in the U.S.
Any offer will be made exclusively on the basis of a prospectus which is to be published.
No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This press release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Xella International S.A. Forward-looking statements involve known and unknown risks and uncertainties and, therefore, should not be construed as guarantees of future results, performance and events. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting Xella International S.A., and other factors. Xella International S.A. does not undertake any obligation to update any forward-looking statements.