International Financing Review’s “North America Leveraged Loan of 2018,” composed of a US$2.1 billion financing out of New York, funded the creative acquisition of a UK public company
Funding needed for a public takeover in the UK
Luxembourg-based ION Trading Technologies S.a.r.l. (ITT), a subsidiary of ION Investment Group (ION), sought financing to acquire Fidessa Group plc (Fidessa). Because Fidessa was a publicly traded UK company, UK regulatory agencies required ITT to demonstrate that it had sufficient funds available to complete the acquisition at the time it announced its offer. As a result, the financing needed to have limited conditionality and had to comply with “certain funds” principles.
Leveraging capacity under an existing New York law-governed debt facility
We represented UBS AG, Stamford Branch, as arranger of an incremental facility under ION's existing credit agreement to provide US$1.32 billion in dollar term loans and €670 million in euro term loans for purposes of financing the acquisition. Since the existing facility needed certain amendments in order to be able to utilize the incremental capacity in a manner that met the "certain funds" requirements, UBS led a process of obtaining amendments to the credit facilities of all of ION’s subsidiaries to permit this flexibility (and to avoid alerting the market to a pending offer by ITT).
Creative financing enables a multijurisdictional acquisition
By using an incremental amendment instead of refinancing all of ITT's existing indebtedness with a larger, UK certain funds-compliant facility, UBS helped its client ITT save an estimated US$40 million in financing fees, thus enabling a complex acquisition on a more cost-effective basis. IFR named the transaction "North America Leveraged Loan of 2018."
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