Nexi raises €2.3bn in IPO

The initial listing gave Nexi a market capitalisation of €5.7bn and an enterprise value, including debt, of approximately €7.3bn, which equates to 17.2x the company's 2018 EBITDA.

Prior to the listing, Nexi was 93% owned by Mercury UK Holdco, which is controlled by private equity firms Bain Capital, Advent International and Clessidra Capital, while the remaining stake was held by a pool of banks, including Banco BPM, Credito Valtellinese and Banca Popolare di Sondrio.

The offering was made via a private placement reserved for 340 qualified investors – including around 100 Italian investors – which bought 256.9 million shares at a price of 900 cents per share, for a total of €2.3bn.

The IPO included existing shares as well as new shares issued via a capital increase of €700m, and comprised a 35.6% of the company's share capital. In addition, a greenshoe option was provided, which could bring the free float to 40.9% if exercised.

The listing saw Mercury UK Holdco offer 158.5 million shares, and Banco BPM, Banca Popolare di Sondrio, Banca di Cividale, Credito Valtellinese and Iccrea Banca offer a combined 20.6 million shares, while 77.8 million shares were issued via a capital increase.

Following the IPO, Mercury UK will own a stake between 57.3-62.6% in the company, depending on the greenshoe option.

Nexi plans to use the proceeds from the capital increase mainly to reduce its debt, which is expected to decrease from €1.7bn to around €1.3bn. The payment technology specialist has also finalised a new loan agreement – Mercury Margin Loan Agreement – in order to refinance part of its outstanding debt on better terms.

On its first day of trading, Nexi shares have dropped 6% and are currently trading at a price of 840 cents per share.

Bank of America Merrill Lynch, Banca IMI (part of the Intesa Sanpaolo Group), Credit Suisse, Goldman Sachs International and Mediobanca - Banca di Credito Finanziario acted as joint global coordinators and joint bookrunners, while Banca Akros, Barclays Bank, Citigroup Global Markets, HSBC, MPS Capital Services, UBI Banca, UBS Investment Bank and UniCredit Corporate & Investment Banking acted as joint bookrunners, and BPER Banca as lead manager. In addition, Banca IMI and Banca Akros also acted as sponsors for the placement, while Evercore advised Nexi on the offering.

Previous funding
Bain Capital, Advent International and Clessidra acquired Istituto Centrale delle Banche Popolari Italiane (ICBPI) in June 2015 in a deal valued at €2.15bn. Subsequently, they established Nexi in 2017 by combining several businesses with ICBPI.

The company has recently sold its subsidiary Oasi to FSI's fintech business Cedacri for €151m and contact centre specialist PayCare to Carlyle-backed Comdata.

Company
Nexi specialises in digital payment services and operates in three main areas: merchant and point-of-sale terminal services; cards and digital payments; and corporate banking. The company generated EBITDA of €424m from revenues of €931m in 2018.

Advisers
Equity – Kirkland & Ellis (legal).
Company – BonelliErede (legal); Linklaters (legal).

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• Topics
• Exits
• Southern Europe
• Financials
• Bain Capital
• Advent International
• Clessidra Capital Partners
• IPO
• Italy