August 03, 2023
Weil advised Ardian and the Biofarma Group on its financing for the acquisition of U.S. Pharma Lab.
The successful financing consisted of privately placed notes comprising €80,854,470 Senior Secured Floating Rate Notes due 2029 and $22,127,660 Senior Secured Floating Rate Notes due 2029 issued by Kepler S.p.A. (together, the “Kepler Private Notes”) and $110,638,300 Senior Secured Floating Rate Notes due 2029 issued by Biofarma’s subsidiary Biofarma Delaware, LLC (the “US BidCo Private Notes” and together with the Kepler Private Notes, the “Private Notes”). In what has been described as a first-of-its-kind hybrid financing structure in the market combining covenants based on the existing high-yield bond alongside features of private credit debt, the Private Notes were issued under a new indenture ranking pari passu with Biofarma’s existing €345 million Senior Secured Floating Rate Notes due 2029 issued in May 2022.
The net proceeds of the Private Notes issuance were primarily used to pay the purchase price of the acquisition. The transaction closed on July 25, 2023.
The Weil team was led by Banking & Finance partners Tom Richards and Gilles Teerlinck. The team included Banking & Finance counsel Giorgia Sosio de Rosa and associates Fabio Pazzini, Tanya Jain and Rachel Roberts. The team was also supported by U.S. Banking & Finance partner Paul Overmyer and associates Olivia Franzblau and Kateryna Mekianov on the U.S. finance aspects and Tax partner Greg Featherman and associate Joshua Graybill on the U.S. tax aspects.
Weil worked in close partnership with Ardian’s Italian counsel Gattai Minoli Partners (now PedersoliGattai), whose team is led by Lorenzo Vernetti.