JPMorgan
Category: M&A
M&A: Branching out
LatAm M&A volume rose slightly in 2012 mostly due to persistent international investor interest – especially from the US – in the region. In many sectors, competition between emerging regional […]
Brazilian Pair Completes Rede Buy
Brazil’s CPFL Energia and Equatorial Energia have agreed to takeover Rede Energia and carry out needed investments at the struggling electricity holdco, the parties say. In the deal, CPFL and Equatorial pay BRL1.00 ($0.48) to buy the stake owned by controller Jorge Queiroz de Moraes, and have committed to make overdue regulatory payments, pay off short-term debt and reduce leverage, among other investments. Rede’s total needs have been estimated at BRL770m. The pair had initially signed a letter of understanding with Rede in October, following Equatorial’s purchase of Rede’s Centrais Eletricas do Para (Celpa) unit in September. Rede filed for bankruptcy protection last month.
Bancolombia Enters Guatemala
Bancolombia has agreed to pay $216m for a 40% stake in Grupo Agromercantil Holding, which owns Guatemala’s Banco Agromercantil bank and other financial institutions, Bancolombia says. The Colombian lender, present in Central America already through Banco Agricola, says the agreement leaves the possibility to increase the minority stake in the Panama-based holdco into a controlling one in the “medium term.” Agromercantil’s total assets are $2.23bn. The deal is subject to regulatory approval in Colombia, Guatemala and Panama. Bancolombia did not use external advisors, according to a company source.
Petrobras Takes Vale Fertilizer Plant
Petrobras has agreed to buy 100% of the Araucaria Nitrogenados fertilizer plant from Vale, it says, for $234m. The state-controlled oil producer will pay the miner using the revenues from the leasing of mining rights owned by Petrobras to Vale. Petrobras says the plant, located in the state of Parana is complementary to its existing fertilizer production assets. The transaction is subject to regulatory approvals.
Sao Martinho Buys Mill from Biosev
Sao Martinho has agreed to buy a sugar processing mill from fellow Brazilian Biosev, Sao Martinho says, for BRL200m ($95m). The deal includes the sale of the Sao Carlos mill, with a 1.85m ton annual crushing capacity, and an adjacent sugar-cane planted area. Also, Sao Martinho will supply 1m tons of sugarcane in the first year of operation. Biosev, a unit of Louis Dreyfuss, has been seeking to focus on operating plants with higher capacity.
Slim Adds Spanish Properties
Carlos Slim is not done acquiring assets from struggling Europeans, agreeing to buy a package of properties from Spain’s CaixaBank for EUR428m ($571m), CaixaBank says. The billionaire’s Inmobiliaria Carso entity has bought the 439 properties under a sale leaseback transaction and will lease them back to the Catalan lender under a long-term agreement. Caixa sees a EUR200m pre-tax gain from the sale.
Gruma Buys Stake from ADM
Mexico’s Gruma has purchased a $450m package of its shares and shares in its subsidiaries from Archer Daniels Midland (ADM), it says. The deal is the result of Gruma acting on a right of first refusal to block an offer made last month by Mexican businessman Fernando Chico Pardo. The package includes a 23.2% stake in Gruma, as well as minority positions in its units Azteca Milling, Molinera de Mexico and three Venezuelan units. An additional $60m could be paid to ADM depending on the share price performance as well as other factors over the next 3.5 years. To fund the purchase, Gruma has signed a 1-year $400m bridge loan led by Goldman Sachs, and a long-term revolver from Bank of America Merrill Lynch. It plans to refinance the debt within a year. Bank of America Merrill Lynch advised ADM, which has been unloading assets in order to pursue a AUD2.7bn ($2.8bn) offer for Australia’s GrainCorp.
KOF Goes to Asia
Coca-Cola Femsa (KOF) has agreed to pay $689m to buy 51% of Coca-Cola Bottlers Philippines from Coca-Cola, it says, in the Mexican bottler’s first buy outside of LatAm. It enters a market that the company and analysts see as having a similar profile to the LatAm countries where KOF already operates. Analysts find the price to be reasonable, at 13.5x 2012 Ebitda. The multiple of $2.50 per unit case, Banorte says in a note, is in line with the $2.50-$3.00 level the shop would expect. “This multiple compares favorably with the $5.00 multiple the company has paid in its recent Mexican acquisitions,” Banorte says. The annual sales of Coca-Cola Bottlers Philippines is only about 27.5% of KOF’s Mexico operations, Monex says in a note, adding that the Philippine beverage industry should double in the next 10 years. The call and put options KOF retains make the deal even more favorable. It has an option to acquire the remaining 49% of the bottler good for the next seven years, as well as one to sell its stake back to Coca-Cola after six years, both at the same multiple. The deal is all cash, and KOF plans to fund it with $700m in short and medium-term bilateral bank loans, according to Fitch, which considers the debt “manageable.” Officials do not respond to request for additional information on the loans. KOF expects pro-forma net leverage of 0.7x and a coverage ratio of 19.7x, both ensuring continues access to the capital markets. KOF will be managing the day-to-day operations of the business, with Coca-Cola keeping certain rights on the operational business plan. The deal is expected to close in early 2013. Allen & Company and Rothschild were financial advisors to KOF, with Cleary Gottlieb and Salazar Hernandez & Gatmaitan working the legal side. Skadden Arps was counsel to Coca-Cola.
