di Salvatore Bruno e Giuliano Castagneto
Optima spa, a leading company in the production of compound and semi-finished ingredients for the artisan ice cream, pastry and beverage world, controlled by the UK private equity Charterhouse, through its holding Cone Investments UK Ltd, refinanced its debt through the issue of a 220 million euro floating rate bond maturing in 2029 and through a super senior long-term revolving credit line. Both the bond and the credit line are backed by real guarantees, in particular a pledge on 100% of the shares of the parent company and of some subsidiaries, as well as personal ones.
The companies of the Optima group were assisted by the law firm Kirkland & Ellis International for the aspects of English law, and by the law firm Gianni & Origoni for those of Italian law. The lenders and underwriters of the newly issued bond loan were assisted by the London law firm Gotshal & Manges for the aspects of English law and by the law firm Gattai, Minoli, Partners for the aspects of Italian law (see the press release here).
In detail, according to BeBeez, Optima has issued a seven-year bond offering a variable coupon equal to the 6-month Euribor plus 5.5%. The bond was subscribed in a private placement by funds managed by Goldman Sachs, with Banca Finint acting as the representative of the bondholders and the U.S. Bank acting as Trustee, Security Agent, Paying and Settlement Agent and Registrar. The revolving credit line was instead granted by HSBC Continental Europe and, according to BeBeez, amounts to 20 million euros and has a duration of 4 years, with the U.S. Bank that acted as facility agent. In total, therefore, the new financing obtained by Optima amounts to 240 million.
The company’s 2021 financial statements have not yet been released. We recall that at the end of 2020 the total financial debt amounted to 257 million, of which 256 in the medium and long term. The net financial debt instead amounted to 228 million. This is versus a turnover of just over 142 million euros and an ebitda of 11.7 millions (see here an analysis by Leanus, once registered for free).
We recall that in September 2020, two subsidiaries of Optima had signed a so-called accession deed (deed of adhesion, see here a previous article by BeBeez) in the context of a loan that the company had stipulated in December 2016, in conjunction with the transfer of ownership from the fund The Riverside Company to Charterhouse (see here a previous article by BeBeez). In detail, the access deed was signed with the lenders by the subsidiaries Modecor Italiana, a European reference company in the production of decorations for confectionery acquired in November 2017 (see here a previous article by BeBeez) and Maestri Gelatieri Italiani, a brand of the historic Pernigotti Italian chocolate shop, of which Optima had taken over the Ice & Pastry branch in October 2019 (see here a previous article by BeBeez). The Optima group also owns Giuso Guido, a company specializing in the production of compounds for artisanal ice cream and pastry, acquired in May 2018 (see here a previous article by BeBeez) and the Brazilian Blend Coberturas, which designs and supplies innovative products and solutions for the sweets, ice cream and sugar-free desserts, acquired in November 2019 (see here a previous article by BeBeez).
Charterhouse had acquired Optima in 2016, based on a valuation of 400 million euros (see here a previous article by BeBeez), following an auction that had seen the participation of Permira, Cinven and Carlyle, but it was rumored at the time that the list of suitors included Froneri, the joint venture in the ice cream and frozen food sector between the Swiss food giant Nestlé, and the big British ice cream maker R&R (controlled by PAI Partners). The Riverside Company had in turn acquired the company from founder Giordano Emendatori at the end of February 2014, flanked in co-investment by Lexington Partners, Parkwood and Intermediate Capital Group. The acquisition was financed by the Intermediate Capital Group itself and the then GE Interbanca (see here a previous article by BeBeez). At the time, Optima was valued at around 140 million euros, based on a 2013 consolidated turnover of around 100 millions and an ebitda of 17 millions.
