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BBA
Friction Materials Division (TMD Friction) |
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Deal Type: Institutional buy-out
Year: 2000
Business: Friction materials
Funds raised: £487 million
Realised: In portfolio
Operating in 13 manufacturing facilities
world-wide, BBA Group's automotive friction
division employs over 3,600 people and is
Europe's leading manufacturer of friction
materials used in braking systems. It manufactures
the full range of friction material products,
including disc brake pads and drum brake
linings for both the passenger and commercial
vehicle markets. Its main brands include
Textar, Mintex and Don.
In late spring 2000, we approached BBA
with a proposal to acquire this non-core
business. HSBC was already well known to
BBA through a strong relationship with HSBC
Bank's corporate and institutional banking
division.
Our proposal was accepted by BBA. An agreement
was reached for us to carry out the due
diligence and put together a £487m
(Euro 776m) financing, which was arranged
over a period of less than two months
The market reaction to the transaction
was positive. BBA has sold an excellent
but non-core business for a good price.
The depth of our resources and the experience
of our execution team were critical factors
in making the transaction happen
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Xtrac |
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Deal Type: Expansion finance
Year: 2000
Business: Motorsport transmissions
Funds raised: Not disclosed
Realised: In portfolio
Xtrac is the world's leading supplier of
motor racing transmissions, with customers
including teams competing in Formula One,
the World Rally Championship, Indianapolis
500 and the British and German Touring Car
Championships.
In July 2000 HSBC Private Equity acquired
a 25% stake in Xtrac as part of an expansion
finance package. The funds provided were
used to finance a new custom-built factory
and to invest in state-of-the-art machinery.
Investment is critical in the motor racing
industry in order to remain competitive,
and Xtrac saw the introduction of an external
investor as important step in the development
of the business.
One of the principal shareholders in Xtrac
is an employee trust scheme, set up in 1997
for the benefit of all employees. We worked
closely with the management team to enable
all employees of Xtrac to benefit from this
transaction, and to ensure that the trust
could continue to provide benefits to the
employees in the future.
This transaction shows how we can help
a privately owned business to progress to
the next stage of its development. With
the backing of HSBC Private Equity, Xtrac
is well placed to continue its growth.
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AutoWindscreens |
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Deal Type: Institutional buy-out
Year: 1998
Business: Automotive products
Funds raised: £98 million
Realised: In portfolio
AutoWindscreens is a well known brand name
in the United Kingdom, providing automotive
glass repair and replacement services throughout
the UK and Ireland. In 1998, HSBC Private
Equity topped a number of competitive bids
from competing financial and trade purchasers
when the company's parent, Heywood Williams
Group plc, put the business up for sale
via a controlled auction.
Having won through the auction process,
HSBC Private Equity recognised the abilities
of the incumbent management team who had
worked together for over 10 years and had
delivered a track record of uninterrupted
growth. As a result, we were delighted to
invite them to subscribe to the equity of
the business and work with them to take
the company forward.
Winning through in competitive bid situations
requires an institution such as HSBC Private
Equity to convince the vendor and its advisers
that we will deliver.
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Harwich
Port |
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Deal Type: Institutional buy-out
Year: 1997
Business: Port management
Funds raised: £77 million
Realised: 1998
Situated on the coast of East Anglia, Harwich
Port has served traffic between the UK and
Holland since 1661.
In 1997, HSBC Private Equity approached
the port's owner, Stena Line AB, with a
view to acquiring the business. The approach
to Stena was assisted by the close corporate
relationship between HSBC Bank plc's Shipping
and Aerospace Division.
In the course of completing the £77m
deal, we introduced other parts of the HSBC
Group to the transaction. For example, HSBC
Bank was invited to pitch for the senior
debt facility and HSBC Gibbs, having tendered
for the company's insurance requirements,
put together a highly competitive package
servicing all the company's insurance needs.
The HSBC Group was also involved when the
investment was realised. HSBC Bank provided
the new acquirer with a £200 million
acquisition finance facility.
The ability to facilitate transactions
in this way and lever off the powerful resources
of the HSBC Group can often be a critical
factor in making an investment a success.
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AM
Paper |
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Deal Type: Institutional financing
Year: 1997
Business: Manufacturer of household
tissue
Funds raised: £145 million
initial finance, £20 million follow-on
finance
Realised: Trade sale 1999
In 1997, HSBC Private Equity led and structured
a £145 million financing in which
it acquired a significant stake in AM Paper
Group, a Lancashire-based manufacturer of
household tissues. Our investment enabled
the business to invest in new manufacturing
plant and machinery.
The deal allowed the founders of the business
to reduce their personal exposure by taking
part of the consideration in cash, together
with the opportunity to generate a further
return from the capital investment programme.
In 1998, HSBC Private Equity provided further
funding when we financed the strategic acquisition
of Pennington Paper Products, a business
supplying complementary household tissue
market. This acquisition involved raising
a £20 million package of acquisition
finance.
AM Paper was sold to SCA of Sweden in September
1999.
The relationship with AM Paper demonstrates
how HSBC Private Equity can assemble a tailor-made
funding package to meet the objectives of
the owner managed business, assist a business
in its acquisition strategy and establish
a robust capital structure to support future
growth.
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EJA
Engineering |
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Deal Type: Management buy-out
Year: 1996
Business: Safety switches
Funds raised: £31 million
Realised: Trade sale 1999
The £31m buy-out of EJA Engineering,
which HSBC Private Equity led in 1996, was
typical of the deals that we can do with
a successful privately owned business.
The company is the worlds leading manufacturer
of electrical and machine safety switches.
When we were introduced to the company,
the founder and majority shareholder had
taken a step back from the day to day operation
of the business, and had decided to fully
retire and realise his investment. In competition
with an interested trade buyer, we were
invited to work with the next generation
of management who were keen to drive EJA
through its next stage of growth. This led
to the launch of a successful counter-bid
for the business.
In 1999, the company was sold to Rockwell
of the USA, a global electronic controls
and communications company.
With our assistance, the company and its
management team successfully completed the
transition from privately owned company
to a valuable part of an international group
with market leading positions in industrial
automation, avionics and communications.
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Schaffner |
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Deal Type: Institutional buy-out
Year: 1996
Business: Manufacture of EMC products
Funds raised: CHF159m (£88
million)
Realised: Listing 1998
In 1996, HSBC Private Equity financed the
CHF159m (£88m) acquisition of Schaffner
Electronik AG from the Swiss industrial
group Elektrowatt AG. The deal was undertaken
with both local and European support via
HSBC Private Equity and its local Group
affiliate, Zurmont. Schaffner is a global
market leader in a growing niche of the
electro-magnetic compatible market. It manufactures
products which guarantee the reliability
of electronic equipment, which may be subject
to electro-magnetic interference.
When Elecktrowatt decided to sell, we were
required to complete the transaction within
four weeks. Moreover, the funding structure
had to comply with complex Swiss investment
regulations and the necessity for borrowings
in many jurisdictions. The commercial and
tax due dilligence on the deal covered the
jurisdictions of 10 separate countries.
In 1998, Schaffner was realised via a flotation
on the Geneva Stock Exchange.
This buy-out demonstrates how HSBC Private
Equity can work with its associates to provide
innovative solutions to meet the requirements
of local vendors and complex international
businesses.
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TM
Group |
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Deal Type: Management buy-out
Year: 1995
Business: CTN retailing (Forbuoys),
drinks vending, cigarette vending
Funds raised: £173 million
Realised: 1998 recapitalisation,
£75 million follow-on financing
In 1995, the mangement of the UK Retail
division of Gallaher Limited wished to transact
a management buy-out of their business.
Their bid, supported by HSBC Private Equity,
was successful in the face of strong competition
from both trade and financial buyers, and
was completed within three weeks of the
team being granted exclusivity.
In the short period available, HSBC Private
Equity led and arranged the necessary financing
and secured a large senior debt and working
capital facility. The due dilligence, including
commercial, marketing, accounting, legal
and property, had to be run in tandem with
arranging the financing and negotiating
the deal with all parties involved.
Our relationship with TM Group continues.
In 1998, we arranged the first refinancing
of a business via a sterling/dollar bond
issue in Europe. We subsequently provided
further equity allowing TM Group to make
the £75 million acquisition of the
Martins Newsagents Group.
Providing follow-on finance and helping
a business grow shows faith in the management
team and requires a commitment to a business,
which HSBC Private Equity will provide.
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Innovex |
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Deal Type: Acquisition, Recapitalisation
Year: 1993, 1996
Business: Clinical research
Funds raised: £25 million
Realised: Merger on NASDAQ 1997
In 1993, when the pharmaceutical organisation
Innovex wanted to acquire Clinical Research
Foundation (CRF) from CH Boehringer, it
turned to HSBC Private Equity for help.
HSBC Private Equity underwrote the £7.5
million funding required for the transaction.
Formed in 1979, Innovex was a contract
pharmaceutical organisation serving the
pharmaceutical industry. It also provided
contract hire of sales and clinical research
staff.
HSBC Private Equity developed a continuing
relationship with Innovex as it developed
and grew into a highly successful business.
In 1996, it undertook recapitilisation and
HSBC Private Equity supported the businesses
by providing a further ?18m of equity.
Shortly afterwards HSBC Private Equity
led and arranged a merger of the business
with the quoted US group Quintiles. The
newly formed NASDAQ-quoted group was capitalised
at a value in excess of ?500 million.
The massive growth in value of Innovex
illustrates how private equity can be put
to work to help a successful business. Our
relationship with the company through its
years of growth shows how strongly we believe
in the concept of partnership.
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VM
Motori |
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Deal Type: European acquisition
Year: 1989
Business: Manufacture of diesel engines
Funds raised: Lit 74 billion (£30
million)
Realised: Trade sale 1994
HSBC Private Equity supported the purchase
of VM Motori, the state-owned Italian diesel
engine manufacturer, in 1989. The transaction
represented the largest institutional purchase
supported by management in Italy at that
time. The company subsequently endured mixed
fortunes and, in the early 1990s, went through
the difficulties of recession and legislative
changes which adversely affected diesel
engine sales. HSBC Private Equity kept faith
with the company and invested the necessary
further funds to support the business through
this difficult period.
In 1994, HSBC Private Equity, supported
by management, identified a purchaser for
the business and negotiated its sale to
Detroit Diesel Corporation Inc for a consideration
of Lit 198 billion (?80 million).
When HSBC Private Equity has committed
to a business, we will not interfere with
its day to day management. However, we will
try to provide long term financial support
to help an investment through economic cycles.
We will also give constructive assistance
whether helping in acquisitions or realising
value for all the shareholders. A suppo
rtive investor should stand by a business
in which it believes.
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