ION Investments Finally Wins Prelios for €1.35 Billion from Davidson Kempner

ION Investments, a global fintech technology provider founded more than 20 years ago by Italian entrepreneur Andrea Pignataro, has finally reached an agreement with U.S. fund Davidson Kempner Capital Management to acquire, through its subsidiary X3 Group, the Milan-based Prelios Group, chaired by Fabrizio Palenzona and a leader in Italy in alternative asset management, servicing, and specialized real estate services. The agreed consideration amounts to €1.35 billion.

The deal follows nearly a year of negotiations and, most importantly, the agreement reached by ION with a pool of banks on the financing of about €600 million (thus less than half of the total purchase price). The lenders involved in the deal are UniCredit, Intesa Sanpaolo, and Bnp Paribas, with Banco BPM, Standard Chartered Bank, and Mediobanca also participating.

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What this acquisition means for ION Investments and Prelios

As a result of this acquisition, which is subject to approval by the relevant authorities, the ION group will on the one hand, and in an unprecedented way, incorporate Prelios’s real estate fund management business, while on the other hand, it will make its credit management business, and in particular its business as servicer of impaired loans, akin to the activities from Cerved, the business information and credit management group that ION, with the backing of GIC, Singapore’s sovereign wealth fund, delisted from Piazza Affari in February 2022 based on a total valuation of €2.55 billion.

Goldman Sachs served as financial advisor and Linklaters as legal advisor to Davidson Kempner. Lazard advised Prelios, while the law firm Russo De Rosa Associati acted as management’s tax and legal adviser. ION was assisted on the financial side by Ubs, on the legal side by Gattai, Minoli, Partners, and Chiomenti, and on the tax side by Facchini Rossi Michelutti.

Recall that Davidson Kempner had taken over in the summer of 2017 first the shares of Prelios, at the time listed on Piazza Affari, held by Intesa Sanpaolo, UniCredit, Pirelli, and the holding company Fenice, in all 44.86 percent of the credit servicer, for 10.5 cents per share, and then launched an opa at the same at a total outlay of just over €143 million. It should be noted that the company at the time was very unprofitable. Pre-tax profit for 2017 did not reach €7 million and the year was closed with a net loss of €33 million.

The same fund had put Prelios on the market in late 2020, initially targeting a valuation of €1 billion. Potentially interested buyers then included the names of Kryalos sgr, doValue, and Dea Capital. Then, in December 2022, came the turning point: ION obtained exclusive rights to negotiate the acquisition, so much so that a few weeks later it put an offer of about €750 million on the plate, which was evaluated too low, however, compared to the request of about double that amount. Shortly thereafter, negotiations reportedly stalled with the exclusivity expiring last late March.

According to Reuters reports, the crux was related to the request made to the company by some lenders for a commitment to refinance, as is the case in bridge-to-bond structures, while ION preferred medium- to long-term financing. In the end, a solution was found by significantly lengthening the 12- to 18-month window normally used in bridge-to-bond financing beyond which the borrower is required to repay the loan. The number of banks in the pool was also expanded from four to six, with Intesa Sanpaolo and Mediobanca joining.

Signs of optimism had leaked out as early as May when speaking at the first Bain Banking Event in Milan, Palenzona expressed himself on the progress of negotiations as follows: “We are at a good point, we are optimistic and we hope to enter the future soon together with the ION group. As for the timing, the shareholders are in charge, but I hope to close by the summer: I anticipate and am rooting for it to happen. Let’s see what the shareholders will say, but we are optimistic.”

Luca Peyrano, managing director of ION, who was present at the same conference, had later confirmed, “Those in Cedacri, Cerved, and List may not be the group’s last investments in Italy (not counting the 9.8 percent in Illimity and the 2 percent in MPS, ed.). I look to my right (where Palenzona was sitting, ed), then the shareholders will decide.”

Prelios ended 2022 with consolidated revenues at €309.4 million (+15% compared to 2021), EBITDA at €141.8 million (+14%), net income at €89.9 million (it was 97.1 million in 2021), net debt steadily decreasing and equal to 1.2x EBITDA. Assets under management (between credit and investment management) increased from €39.4 billion to €41.6 billion, with a significant increase in assets under management in UTP and investment management.

The valuation of €1.35 billion is thus 9.1 times 2022 Ebitda (latest available), which compares with 5.6 times the direct competitor listed on Piazza Affari, namely DoValue. However, it should be kept in mind that Prelios is not only a service of impaired loans but is also a manager of real estate funds, currently 48, which total assets under management of about €8 billion. In addition, potential synergies with the Cerved Group must be taken into account.

Since 2018 Prelios has been wholly owned by Lavaredo spa, a vehicle headed precisely by Davidson Kempner Capital Management (DKCM), which, in July 2017, had acquired 44.86 percent of Prelios’s share capital from Pirelli, Intesa Sanpaolo, UniCredit, and Fenice srl, launching an opa following which in May 2018 the group was delisted from Piazza Affari.

Previous transactions, apart from those already mentioned on Cedacri, List, Illimity, and MPS, include that in May 2019 ION bought from BC Partners and GIC control of Acuris, the media group headed by the well-known m&a and debt capital market information and data providers Mergermarket, Debtwire, Unquote, and Asia Venture Capital Journal (see other BeBeez article). In November 2017, however, ION, together with Carlyle, recapitalized Dealogic, a well-known provider of data on the international m&a market.

In December 2020, the Spac ScION Tech Growth I, promoted by the ION Investment Group, landed on Nasdaq. The Spac reached its $500 million funding target by placing 50 million shares at a price of $10. In February 2021 it also listed the Spac ScION Tech Growth II I, which raised $300 million.

Pignataro is also active in real estate as the owner of super-luxury resorts on the Caribbean island of Canouan and is a shareholder in Macron sports jerseys. Now it will have to be seen what Pigantaro & C will do with Prelios’ real estate funds and how they plan to realize synergies with Cerved.

As for DK, finally, after the sale of Prelios, it will not abandon the real estate impaired loans business in Italy. We recall, in fact, that in March 2022, through Borromini spv, it acquired Focus Investments spa, a management company of special situation in the segment of distressed real estate assets born in December 2015 just from the spin-off of the business unit investments of the Prelios Group.

The transaction had come after the Court of Milan approved the debt restructuring agreement under Article 182 bis of the Bankruptcy Law signed in November 2021 by Focus Investments itself with financial creditors, including Borromini spv, AMCO, Banco BPM, and Banca Monte dei Paschi di Siena. The agreement had provided for the strengthening of the company’s capital structure through the conversion into capital of receivables amounting to 34.2 million euros by Borromini spv, which had thus become the new sole shareholder of Focus Investments.

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