Deal in focus: Investindustrial and KKR sell Avincis for €2.1bn

Amy King
11 April 2014

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Earlier this month, KKR enjoyed a 25% IRR and a 2.5x money multiple on its first post-crisis investment in Spain with the sale of Avincis Group to Babcock. Amy King takes an in-depth look at the exit

Investindustrial and KKR agreed to sell Avincis, a supplier of helicopter and fixed-wing emergency services, to UK engineering services firm Babcock in late March. The deal, which gave the firm an enterprise value of €2.1bn, was the final chapter in a buy-and-build strategy that highlights the strengths of the Spanish acquisition.

The services provided by Avincis include medical emergencies, search and rescue, fire-fighting, surveillance and civil protection. The firm also supplies offshore crew-change helicopter services to the oil and gas industry in the North Sea and Australia. Founded in Spain, the firm now operates in Italy, France, Portugal, the UK, Norway, Australia and Ireland. It has a fleet of 350 aircraft and employs 3,000 staff.

Get to the chopper
The asset first fell into private equity hands in 2005 when Investindustrial acquired a 75% stake in World Helicopters, the holding company of Avincis (then named Inaer) for €205m. Ariadne, Emisys Capital and Oquendo Capital provided mezzanine financing to support the deal, according to unquote" data.

Fast-forward five years and Investindustrial mandated JP Morgan to find a buyer for a 50% stake in the company, with a refinancing also under consideration. At the time, fellow international GP behemoth KKR was looking for a way into post-crisis Spain, having completed a handful of deals in the market in the boom years.

The GPs entered discussions with the firm's management, which was considering an auction, before eventually opting to see KKR take a 49% stake and a refinancing post investment. The decision enabled Investindustrial to stay on board and profit from the firm's future growth trajectory.

Cleared for take-off
The GPs then embarked on a fierce buy-and-build strategy, bolting on nine firms. One such target saw Avincis acquire Bond Aviation in 2011 for €300m, including a debt package provided by Lloyds TSB. At the time of KKR's investment, the firm had an enterprise value of €700m, which had tripled by the time of divestment, thanks to both acquisitive and organic growth.

The consolidation also saw the firm move to the UK, where it was renamed Avincis Group. In 2010, Italy and Spain accounted for 90% of the firm's business; by the time of exit, the UK had overtaken southern European markets, perhaps unsurprising given the UK government's leaning towards outsourcing contracts to private businesses such as Avincis. By the end of 2013, the firm's order book had grown to €2.3bn – a 30% increase on the previous year.

Around two years ago Babcock entered the stage as a partner, working alongside Avincis on the UK search and rescue outsourcing contract – a tender process that lasted around a year. Though Avincis missed out on winning the contract, in part since its balance sheet was weaker than that of other bidders, the tender process was not fruitless; the long partnership between Babcock and Avincis led to discussions of a more formal relationship, which ranged from a stronger partnership to pursue further contract opportunities outside the UK, to the full acquisition of Avincis.

The firm's private equity backers initially intended to retain a stake in the asset, for which they were also considering a flotation under the guidance of Deutsche Bank. However, it soon became clear that Babcock's favoured strategy was the full acquisition of the asset.

After around six months of discussions regarding deal structures and parameters, an agreement was reached, subject to approval at Babcock's general meeting in April as well as regulatory clearances. KKR is understood to have enjoyed a 25% IRR and a money multiple of around 2.5x. For the GP, which recently opened a Madrid office, the Spanish acquisition proved profitable even in a country at the epicentre of the financial crisis.

People
Investindustrial – Andrea Bonomi
KKR – Mattia Caprioli

Advisers
Vendor – Hogan Lovells, Ed Harris, Leanna Moezi, David Harrison (Legal); Bank of America Merill Lynch (Corporate finance); Deutsche Bank (Corporate finance).