6851AJ Huissen
Compact Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”, and together with its subsidiaries, the “Group”) is pleased to announce that it has completed a comprehensive recapitalisation transaction (the “Transaction”) with its largest creditors, including the full support of its revolving credit facility lenders (the “RCF”), more than 96% of the holders of its €300m 5.75 percent senior secured notes due 2026 (the “SSNs”), all lenders under its holdco PIK loan (the “Holdco PIK Loan”) and certain affiliates of Bain Capital Private Equity, LP, the existing ultimate shareholders of the Company (the “Former Sponsor”).
The comprehensive recapitalization marks the beginning of a new era and will allow the Group to accelerate its sustainable growth strategy and innovation initiatives from an elevated position of financial strength.
The key Transaction highlights are:
- a new €198m exit facility the proceeds of which have been used to refinance the Interim Facilities and other facilities throughout the Group, in addition to providing a further ∼€47m of new liquidity to fully fund the Group’s business plan (in addition to ∼€70m of interim liquidity received from the Bridge Facility and Liquidity Facility incurred in April 2024 and June 2024 respectively (together, the “Interim Facilities”));
- significant deleveraging of the Group through the debt-for-equity swap of all of the SSNs and the discharge of the Holdco PIK Loan;
- a three-year extension of the RCF maturity; and
- a material reduction in cash pay interest payable by the Group.
Pursuant to the Transaction, the SSN holders have become the majority shareholders of the Group and participated in the provision of the Interim Facilities and Exit Financing. The Holdco PIK Loan lenders and Former Sponsor will remain as minority shareholders.
“The Consolis group and its management are delighted to have completed its comprehensive recapitalisation transaction and secure material new money for the Company. We are grateful for the support received from our banks, bondholders, lenders and former sponsor and we are looking forward to working closely with our new shareholders in this new era for the Group. The transaction highlights our investors’ strong confidence in the Group’s business, and with the new financing in place, management can fully focus on the successful delivery of our business plan as we aim to grow our market position across our end geographies, accelerate our growth strategy and continue to support our customers with new solutions for decarbonization of the construction sector. The Transaction allows us to invest in innovation and sustainability efforts to deliver even greater value to our customers, our shareholders and the local societies where we operate.”
– Mikael Stöhr, President of the Consolis Group
This underscores the confidence that investors have in the Group’s strategy and its progress as a sustainable leader in the journey towards finding new solutions for climate-neutral concrete buildings and constructions.
“I am honored to have been appointed as the new Chairman of the Consolis group, and I look forward to leading the board’s efforts as Consolis focuses on building a competitive business positioned for growth. Alongside Consolis’ new investors, board members, and executive management team, we will continue to collaborate with our partners and customers to drive transformative changes towards sustainability in the construction industry across the Group’s 17 markets.”
– Patrick Mathieu, designated new Chairman of the board of directors of the Consolis group
The Group’s financial adviser is Lazard & Co., Ltd and its legal adviser is Kirkland & Ellis International LLP. The AHG’s financial adviser is Perella Weinberg Partners, and their legal adviser is Akin Gump LLP.
This press release includes forward-looking statements. These statements are based on our beliefs and assumptions and are subject to risks and uncertainties. Generally, statements that are not about historical facts, including statements concerning our possible or assumed future actions or results of operations are forward-looking statements. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of this date hereof.
