August 16, 2021
Grifols advances on its strategic investment from GIC with 90% of consents from its notes holders and lenders
- Grifols closes the "Consent Solicitation" from Notes holders and lenders in record time.
- The company has received consent from the 87.93% of Secured Notes holders, the 81.01% of Unsecured Notes holders, 93.82% of lenders under the Credit Agreement and the EIB in order to allow Grifols’ corporate reorganization that will make possible the investment from GIC, the sovereign wealth fund of Singapore.
- GIC will invest USD 1 billion to acquire a minority stake in Grifols’ wholly owned subsidiary Biomat USA, which manages 296 U.S.-based plasma centers.
Barcelona (Spain), August 16, 2021.- Grifols (MCE:GRF, MCE:GRF.P, NASDAQ:GRFS) announces that it has closed the "Consent Solicitation" from holders of Senior Notes and lenders receiving 90% of consents. It will allow an internal corporate reorganization which will make possible the investment from GIC, the sovereign wealth fund of Singapore, as a strategic and long-term investor.
The consents received, following the announcement of the process on July 30, 2021, far exceed the requisite consents with respect to the Secured Notes, Unsecured Notes and other lenders, including banks and institutional investors.
Specifically, Grifols has received consents from 87.93% of its Senior Secured Notes holders of the aggregate principal amount of its 1,472,889,000 euros (voting as a single class and including EUR 905,000,000 1.625% Senior Secured Notes due 2025 and EUR 770,000,000 2.250% Senior Secured Notes due 2027); from 81.01% or EUR 810,110,000,000 of holders of the aggregate principal amount of its EUR 1,000,000,000 at 3.200% Senior Unsecured Notes due 2025; and 93.82% of the banks and institutional investors, including lenders under the Credit Agreement, as well as from the European Investment Bank (EIB).
Alfredo Arroyo, CFO says, "the high percentage of consents received shows the large degree of confidence of main bondholders and lenders in our long-term and sustainable business model, as well as in our commitment to reduce our leverage ratios while continuing bringing added-value opportunities, as proven by our strategic agreement with GIC".
About the strategic investment from GIC in Biomat
After closing the consent solicitation, Grifols advances to the definitive agreement entered with GIC, under which the sovereign wealth fund of Singapore, will invest USD 990 million in Biomat USA Inc. (“Biomat”), a Grifols’ wholly-owned US subsidiary which manages 296 plasma centers throughout the United States.
In exchange, GIC will receive an aggregate of 10 Class B common shares of Biomat and 9 Class B common shares of a newly-established sub-holding company. These common shares will represent directly and indirectly an aggregate of 23.8% of the equity of Biomat.
As part of the transaction, GIC will become a strategic and long-term investor in Grifols’ business, holding a minority stake in Biomat through the acquisition of newly issued non-voting stock.
Grifols will continue to oversee all aspects of Biomat’s management and operations. All plasma collected by Biomat and its subsidiaries will continue to be supplied to Grifols for the production of plasma-derived medicines, through a long-term plasma supply agreement.
Grifols will apply all proceeds from GIC’s investment to repay debt as part of its ongoing commitment to reduce its financial leverage ratio.
The closing of GIC’s strategic investment in Grifols is subject to certain conditions, including applicable regulatory authorizations, such as the Committee on Foreign Investment in the United States (CFIUS).
Grifols retained Osborne Clarke, S.L.P and Proskauer Rose, L.L.P as legal advisors for the transaction, and Nomura Securities International, Inc. as sole financial advisor. GIC retained Dechert LLP as legal advisor.