Mon 12/19/2022 08:41 AM
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A group of funds led by Bain Capital is about to acquire Spanish wedding dress retailer Pronovias from its owner BC Partners, according to sources.

As part of the deal, the company will be significantly deleveraged and will benefit from a sizable new money investment, sources added.

The buyers see a significant upside potential in the Spanish business and its ability to grow, sources said.

The company has been advised by Kirkland & Ellis, while Latham & Watkins is working with a group of creditors. As reported, Pronovias has an RCF maturing in March 2023, €215 million of first lien term loan debt maturing in 2024 and €80 million of second lien debt due 2025.

The company in May secured a covenant holiday under its RCF in exchange for an additional €8 million of equity provided by its sponsor BC Partners.

At the start of 2021, the company received an equity cheque of about €20 million from BC Partners as well as a covenant holiday on the RCF springing covenant from lenders.

Pronovias’ capital structure consists of:
 
  • A €215 million first lien term loan paying Euribor+450 bps due 2024;
  • A €80 million second lien loan paying PIK paying 8.5% due 2025; and
  • A €45 million RCF due 2023, which ranks pari passu with the first lien term loan.
The company’s reported EBITDA jumped to €2.2 million in January 2022 from about €500,000 in the same month last year, while revenue in the period doubled year over year to about €11 million, as reported.

High leverage and liquidity constraints remain a concern for investors. The company had €8 million cash on hand at the end of January and its €45 million RCF was fully drawn.

In February 2021, the group amended the second lien loan to PIK interest until its maturity in 2025, saving the company about €6.5 million in interest, according to S&P.

According to Reorg’s CLO database, Pronovias’ loans are held by the following managers. Click HERE to see the full list of holders in the database.
 
 

EMEA Covenants has analyzed Pronovias’ loan documentation. For a copy of our analysis or to speak to our legal analyst, contact us HERE.

-- Luca Rossi
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