Narrative
Full Description
Project narrative
On December 20, 2016, a syndicate of 18 banks — including the Bank of China (BOC) — entered into two syndicated facilities agreement worth zł5,140,000,000 PLN (€1.16 billion EUR) with Adinan Seniorco S.à r.l. — a Luxembourg-inorporated wholly-owned subsidiary of Adinan Bondco S.à r.l., a Luxembourg-incorporated wholly-owned subsidiary of Adinan Holdco S.à r.l., a Luxembourg-incorporated wholly-owned subsidiary of Adinan Topco S.à r.l., a wholly-owned subsidiary of Adinan Super Topco S.à r.l. (later renamed to Allegro.eu S.A.), a Luxembourg-incorporated and headquartered company and Poland-focused e-commerce business — and Adinan Bondco S.à r.l. to support the leverage buyout (LBO) of Polish electronic commerce company Allegro by private equity firms Cinven, Permira, and Mid Europa Partners. Adinan Seniorco entered into a zł3,840,000,000 PLN senior secured term and revolving facilities agreement, consisting of a zł450,000,000 amortizing term loan A with a maturity period of six years, a zł1,550,000,000 PLN senior bullet term loan B with a maturity period of seven years, and a zł1,500,000,000 PLN revolving credit facility (RCF) with a maturity period of six years (for capital expenditure purposes). Adinan Bondco entered into a zł1,300,000,000 PLN second lien facility agreement. The facilities carried a variable interest rate based on an initial margin of 325 basis points (bps). In addition to BOC, the following lenders contributed to the loan syndicate: BNP Paribas S.A., Bank of America, Crédit Agricole, Deutsche Bank AG, Goldman Sachs Group, HSBC Bank, ING Group, JPMorgan Chase Bank, N.A., Société Générale S.A. (SocGen), UniCredit S.p.A., Bank Pekao, MUFG Bank, PZU, Alior Bank, Commerzbank AG, Erste Bank, and Raiffeisen Bank International. Socgen and Goldman Sachs were the initial mandated lead arrangers. BNP Paribas, Bank of America, Crédit Agricole, Deutsche Bank, Goldman Sachs, HSBC, ING, JPMorgan, SocGen, and UniCredit served as bookrunners. BOC, Bank Pekao, MUFG, and PZU served as mandated lead arrangers. Alior Bank, Commerzbank, Erste Bank, and Raiffeisen Bank International served as arrangers. The loan was assembled in November 2016 and was to be syndicated. Furthermore, the European Bank for Reconstruction and Development (EBRD) provided a zł400 million PLN (€91 million PLN) second-lien loan to the sponsor consortium for the acquisition. The proceeds were used by the borrower to finance the acquisition of a 100% stake in Allegro by three private equity firms, Cinven, Permira, and MidEuropa. Allegro was the largest online marketplace and non-food shopping destination in Poland. It employed 1,275 people across the country and sales of over 850,000 items each day. On October 14, 2016, Cinven, Permira, and MidEuropa entered into a $3.253 billion USD agreement to acquire Allegro from Naspers Limited. Permira would hold 45%, Cinven would hold 45%, and MidEuropa would hold 10%. The sponsors provided over 60% of the transaction value. The acquisition was completed on January 18, 2017. All of the zł3.84 billion PLN senior term and revolving facilities agreement except zł340,000,000 PLN of the zł1.5 billion PLN revolving facility were drawn down by the borrower.. On May 22, 2019, Allegro increased its borrowings under the Senior Term and Revolving Facilities Agreement by zł2,000,000,000 PLN, with term loan A increased by zł450,000,000 PLN to zł1,363,500,000 PLN and term loan B increased by zł1,550,000,000 PLN to zł3,990,000,000 PLN. Those borrowings bore interest of 3-month WIBOR and margins of 3.25% and 3.75% for particular tranches of the Senior Term facility and 7.00% for the Second Lien Agreement. As at December 31, 2019 the enlarged senior term loans amounted to zł5,353,500,000 PLN and, together with the zł340,000,000 RCF and the zł1,300,000,000 PLN Subordinated Second Lien Bullet Term Loan, amounted to zł6,993,500,000 PLN of total facilitates. Allegro partly repaid the term loan Bin March and September 2020 of zł172,483,000 PLN installments each.
Staff comments
1. While Allegro was headquartered in Luxembourg, its operations were substantially in Poland. Ergo, AidData has coded Poland as the country of activity. 2. The individual contributions of the 18 lenders to this zł5,140,000,000 PLN syndicated loan are unknown. AidData has assumed that each lender contributed to each tranche. Therefore, to estimate BOC's contribution, AidData has assumed that each lender contributed equally (zł285,555,555.556 PLN) to the syndicated loan. 3. It is unclear whether BOC contributed to each tranche. For the time being, AidData assumed it did and has taken an average of the known maturities {[(6 + 7 + 6) / 3] = 6.333 years} and coded it as the maturity period of this record.