Italian Government sponsored Fondo Strategico Italiano and its controlled company.FSI Investimenti spa (where Kuwait Investment Authority owns a 23pct stake) will acquire a minority interest in Trevi Finanziaria Industriale spa, a company listed on the Italian Stock Exchange which is the parent company of Trevi Group (download here the press release).
The latter is a world’s leading group in the field of ground engineering (special foundations, tunnel excavation and soil consolidation and the building and marketing of specialized machinery and equipment for the industry); is also active in the drilling sector (oil, gas, water) and the production of rigs and the supply of services as well as in the construction of underground car parks. Founded in 1957 by chairman and ceo Davide Trevisan, Trevi Group has more than 30 branches and a presence in over 80 countries.
More in detail, the deal will be part of a 200 million euros capital increase that yesterday Trevifin’s Board of Directors has resolved to submit to an extraordinary shareholders’ meeting that will be called shortly. FSI will receive a portion of the rights to which Trevi Holding SE (the Trevisani family holding owning 49% of Trevi sahreholders capital) and Davide Trevisani (1.78%) will be entitled in the context of an the capital increase to be offered pre-emptively to all shareholders, that today
FSI committed to make a total investment in Trevifin of up to approximately 101 million euros, in part as consideration for the purchase of the rights and for the remainder for the exercise of such rights and the subscription of the Trevifin newly issued shares. Trevi Holding and Davide Trevisani will use the entire amount received as consideration for the sale of the rights to subscribe Trevifin newly issued shares.
Under the agreement, the price of the rights to be purchased by FSI shall be calculated as the TERP based on the average cum-price of the shares in the last 30 trading days preceding the date on which the Board of Directors of Trevifin will determine the size of the capital increase and the shares issue price, provided that the average share price used for the calculation of the TERP shall not be higher than 6.30 euro.
Upon completion of the transaction, assuming a fully subscribed capital increase of 200 million euros, FSI would hold, directly and indirectly, an interest in Trevifin of no less than 15.8%, while TH and Davide Trevisani would hold in the aggregate shares representing up to 34.8% of Trevifin share capital.
The investment agreement also provides that, upon the termination, for whatever reason, of the shareholders’ agreement Trevi Holding and Davide Trevisani shall benefit from an earn-out mechanism pursuant to which FSI, subject to predetermined levels of Internal Rate of Return (“IRR”), shall deliver to Trevi Holding and Davide Trevisani a variable number of Trevifin shares.
Davide Trevisani and Trevi Holding have been advised by Mittel Advisory and, as for legal matters, by Lombardi Molinari Segni. D’Urso Gatti Bianchi has been the legal counsel to FSI in the transaction.
The agreement with Fondo Strategico come just few days after a 50 million euros minibond issue by Trevifin which has been listed on the ExtraMot Pro market of Borsa Italiana. The bonds pay a 5.25% annual coupon, have maturity Jully 2019 and have been rated A2.1 by Cerved Group Rating Agency (download here Borsa Italiana’s press release, the Minibond presentation to analysts and the Admission document of the bond ). Banca Popolare di Vicenza was arranger and bank agent in the deal and, together with KNG Securities, placing agent and subscriber. Orrick law firm was deal counsel.
Trevi Group closed 2013 with consolidated revenues of 1.276 billion euros (from 1.55 billions in 2012), 143.8 millions of ebitda (from 132.2 millions) and a net financial debt of 442.9 millions (from 400.1 millions). FSI would like to see revenues to double in a 5 years’ time. Trevi is not new to such a growth rate as its revenues grew by a 11.7% Cagr since 2000 when it had revenues of 304 million euros.
Trevi Group works with four divisions. Trevi, the division that supplies special services in the field of ground engineering, the Petreven Division specialized in oil drilling services, the Soilmec Division, which manufactures and develops rigs and equipment for ground engineering and the Drillmec division that produces and develops drilling rigs (oil, gas, water)