Ahlstrom-Munksjö Oyj has wrapped a two-part cross-border offering of seven-year (non-call three) secured bonds, printing €350 million and $305 million (€250 million) tranches, sources said. The euro-denominated notes were trimmed from €400 million ahead of pricing.
Goldman Sachs (B&D), BNP Paribas and Nordea (Nordic coordinator) were joint global coordinators and bookrunners on the euro piece, while Goldman Sachs (lead left, B&D) and BNP Paribas acted as joint global coordinators and bookrunners on the dollars. Morgan Stanley, Danske Bank, DNB Bank, ING, OP Corporate Bank and SEB make up the bookrunner group.
The bonds come alongside a roughly €1 billion-equivalent cross-border term loan financing that included seven-year tranches with a €600 million piece and a $547 million (€450 million) portion. The euro-denominated tranche was increased by €50 million, resulting in the downsized euro bond tranche. A €325 million revolver rounds out the financing.
Together, proceeds support the take-private of Finnish fiber group Ahlstrom by a consortium of investors led by Bain Capital in a deal that values the group's shares at an initial €18.10 each, or €2.1 billion. The deal will also refinance debt totaling €952.9 million, including €250 million of unsecured notes due 2022 and €100 million of hybrid capital securities. The sponsors will provide an equity cheque of €1.12 billion.
Ahlstrom provides fiber-based materials. Its products are used in various industrial applications and consumer-driven products and processes such as everyday consumables, healthcare and life sciences, homebuilding and furniture, as well as in the transportation and industrial end-use segments. Spa Holdings 3 Oy is the issuing entity for the notes.
Bain is making the offer with existing family and other shareholders Ahlstrom Capital, Viknum and Belgrano Inversiones. Terms:
Issuer | Spa Holdings 3 Oy | |
Ratings | B/B2/BB- | |
Amount | €350 million | |
Issue | Senior notes (144A/Reg S for life) | |
Coupon | 3.625% | |
Price | 100 | |
Yield | 3.625% | |
Spread | B+414 | |
Maturity | Feb. 4, 2028 | |
Call | Non-call three (first call at 50% coupon) | |
Price talk | 4%-4.25% initial price thoughts (IPT) | |
Notes | Downsized from €400 million; make-whole at B+50; issuer may redeem up-to-10% of notes at 103% per annum until Feb. 4, 2024; up-to-40% equity claw at 103.625% until Feb. 4, 2024 | |
Joint global coordinators and bookrunners | GS (B&D)/BNPP/Nordea (Nordic coordinator) | |
Joint bookrunners | MS/Danske/DNB/ING Bank/OP/SEB | |
Issuer | Spa Holdings 3 Oy | |
Ratings | B/B2/BB- | |
Amount | $305 million | |
Issue | Senior notes (144A/Reg S for life) | |
Coupon | 4.875% | |
Price | 100 | |
Yield | 4.875% | |
Spread | T+359 | |
Maturity | Feb. 4, 2028 | |
Call | Non-call three (first call at 50% coupon) | |
Talk | 5%-5.25% IPT | |
Notes | Make-whole at T+50; issuer may redeem up-to-10% of notes at 103% per annum until Feb. 4, 2024; up-to-40% equity claw at 104.875% until Feb. 4, 2024 | |
Joint global coordinators and bookrunners | GS (left lead, B&D)/BNPP | |
Joint bookruners | MS/Danske/DNB/ING Bank/OP/SEB | |
Trade | March 12, 2021 | |
Settle | March 19, 2021 (T+5) |