The shareholders of the parent company of SGL International A/S and its affiliates have, as at 6 February 2023, entered into a share purchase agreement for the purpose of divesting the Company to funds controlled by CVC Capital Partners. The completion of the Acquisition is subject to CVC (through a BidCo) successfully obtaining the financing as set forth below and approval from applicable competition authorities.
Following the completion of the Acquisition, the Company’s existing institutional shareholders (AEA Investors’ Small Business Fund and independent LP financial co-investors) as well as members of the management team of the Company will remain as minority shareholders alongside CVC.
The Acquisition will be consummated by a newly established BidCo, which has mandated Pareto Securities AB as Sole Global Coordinator and Bookrunner to arrange a series of fixed income investor meetings commencing on 6 February, 2023 to explore the possibility for BidCo to issue five-year senior secured bonds in an initial aggregate amount of USD 765 million, subject to, inter alia, market conditions. The BidCo will act as issuer of the New Bonds.
In connection with the contemplated Bond Issue and the Acquisition, the existing bonds issued by the Company are envisaged to be exchanged for New Bonds or redeemed in full.
The Company is also providing certain financial information for the financial year ended 31 December, 2022.
SGLT Holding’s (comprising of the Company, SGL TransGroup US Corp. and their respective subsidiaries) consolidated revenue amounted to USD 3.5 billion and adjusted EBITDA on a pro-forma basis amounted to USD 212 million. Net interest-bearing debt (adjusted to exclude IFRS 16 lease accounting and the Company's existing PIK bond) amounted to USD 179 million, including cash on balance sheet of USD 319 million as per 31 December, 2022. Further, the Company's consolidated EBITDA before special items and excluding IFRS 16 accounting amounted to DKK 1.1 billion for 2022, which is within the updated guidance for 2022.
Allan Melgaard, Global CEO and Co-Founder of SGL said:
“We are excited to welcome CVC onboard. Our talks over the past months and CVC’s support for our ambitious growth strategy and plans have convinced us that they are a perfect match for SGL professionally and culturally, and will support our future plans via their deep industry knowledge.”
Christoffer Sjøqvist, Senior Managing Director at CVC, adds:
“SGL has built a competitive company and global logistics platform in a relatively short period of time. We are excited about our investment in SGL and believe that the company has the potential to become one of the leaders in its industry, and continue to improve its competitive situation, including during a more challenging economic climate in 2023.”
Philip Ropcke, Director at CVC, adds:
“We have been truly impressed with SGL and look forward to working with Allan and his talented team to grow and develop SGL’s global market position further, both organically as well as through acquisitions. We feel privileged that management has chosen us as their partner for the journey that lies ahead.”
John Cozzi, Partner at AEA & Co-Head of Small Business Private Equity, adds:
“We have tremendously enjoyed the partnership with the SGL team since 2016, supporting them in their transformative quest to become a global network logistics provider. We are therefore very pleased to remain a significant minority shareholder and participate in the company’s future growth and value creation.”
Claes Brønsgaard Pedersen, Global CFO, adds:
"We are very pleased and proud to welcome CVC as new major shareholder. CVC is a great company with a unique cultural match and we are very confident that this partnership will further strengthen our entrepreneurial business model to accelerate our growth".
Financial terms of the transaction are not disclosed. The transaction is expected to close in Q2 2023 and is subject to regulatory approval and certain financing conditions.
Barclays served as the exclusive sell side M&A advisor to SGL, and Rothschild & Co. served as the exclusive buy side M&A advisor to CVC