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Freshfields advises Périer-D’Ieteren family on the sale of its remaining stake in D’Ieteren Group
Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising Société Anonyme de Participation et de Gestion SA (‘SPDG’) on the sale of a stake in D’Ieteren Group SA/NV (‘D’Ieteren Group’) to Nayarit Participations SA (‘Nayarit’). SPDG is the holding company of the Périer-D’Ieteren family managing its long-standing shareholding in the D’Ieteren Group. Founded in 1805 in Brussels, Belgium, D’Ieteren Group today is an international automotive company including brands such as Belron/Carglass.
Under the terms of the current agreement, Nayarit plans to acquire 16.7% of D’Ieteren Group’s capital from SPDG, including all profit shares held by SPDG at a price equivalent of €223.75 per ordinary share cum dividend, totalling c.€2bn. SPDG has undertaken a best-efforts commitment to dispose of its remaining 10.6% stake in D’Ieteren Group in an orderly manner over the next five years, market conditions permitting.
This shareholder transaction is expected to be accompanied by a dividend to be paid by D’Ieteren Group, totalling c.€4bn or €74 per ordinary share The closing of the transaction is subject to the D’Ieteren Group and Belron Group financings as well as customary regulatory approvals. D’Ieteren Group will use c.€850m of existing liquidity to fund the extraordinary dividend. Alongside the operation, it intends to raise a new debt facility of €1bn. Concurrently, Belron intends to refinance its existing €4.3bn loans and to raise additional financing for c.€3.8bn on a best-efforts basis. Combined with available liquidity, this additional debt would allow the funding of a c.€4.3bn dividend distribution from Belron to its shareholders, of which c.€2.2bn would be distributed to D’Ieteren Group.
The Freshfields team was led by Partner Deborah Janssens, Principal Associates Thibault Moust and Joachim De Vos, and Associate Sarah Wauthion (all Corporate/M&A, Brussels). Antitrust and regulatory advice was provided by Partner Thomas Janssens and Principal Associate Jan Jeram (both Brussels).
