Carlyle makes new offer for Officine Maccaferri

Alessia Argentieri
30 September 2020

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Carlyle has presented a new binding offer for the acquisition of Italian troubled company Officine Maccaferri, which specialises in civil engineering.

The new restructuring plan, which has been presented by Carlyle to the Bologna Tribunal, includes the acquisition of all the shares of Maccaferri, which are owned by its holding company, Seci.

Maccaferri filed for the bankruptcy protection procedure known as "concordato preventivo con riserva" with the Bologna Tribunal in May 2020.

The company signed a draft agreement with Ad Hoc Group, a pool of investors that includes alternative assets specialists Carlyle Global Credit Investment Management, Man GLG and Stellex Capital Management. The group controls 54% of the company's €190m 5.75% senior bond note due in 2021.

The proposal offered a super senior bridge financing of up to €60m with a maturity of at least 18 months, in the form of a bond owned by the Ad Hoc lender group. After the acceptance of the proposal, the bridge financing was to be replaced by long-term financing of €60m, also in the form of a bond with at least a four-year tenor.

At least €30m of the long-term financing was anticipated to be converted into 83% of Maccaferri's ordinary shares, which would have diluted the original noteholders' ownership to 13% from 96%. The remaining 4% of equity would have been retained by parent company Seci.

In July, the Bologna Tribunal rejected the plan proposed by the Ad Hoc group. Subsequently, Maccaferri attracted a manifestation of interest from French engineering group Vinci in September.

Vinci was considering the acquisition of the company via its subsidiary Soletanche Freyssinet, according to press reports.

Established in 1879, Officine Maccaferri specialises in the manufacturing and supply of gabions for the construction industry and in the production of a wide range of geosynthetics.

Employing 3,000 staff, the company operates 30 facilities across four continents and generates annual revenues of around €500m.

In addition to financial trouble, the company's leadership has also been facing legal issues. Since July 2020, some of the Seci managers and former executives have been investigated for fraudulent bankruptcy and violation of bankruptcy law.