Nexi to purchase Intesa’s merchant acquiring activities

Nexi spa, the paytech listed on Piazza Affari and controlled by Advent International, Bain Capital, and Hourglass funds, recently launched the placement of $543 million (€500 million) of senior unsecured equity-linked bonds maturing in 2027. The placement has already closed, as the company announced.

Find out more details about the acquisition of Intesa’s merchant acquiring activities by Nexi and read the latest business news in the fintech sector with the Born2Invest mobile app.

The acquisition of Intesa Sanpaolo’s merchant acquiring activities by Nexi

The proceeds from the placement will be used to finance part of the consideration for the acquisition of merchant acquiring activities from Intesa Sanpaolo, with a corresponding reduction in the amount granted to the issuer as part of the bridge financing by certain joint bookrunners. In fact, last December, Intesa Sanpaolo announced that it will acquire 9.9% of Nexi for $709 million (€653 million), at the same time as the acquisition by the latter of the merchant acquiring activities of the banking group for $1.09 billion (€1 billion). The transaction is still on hold, pending the approval of the EU Antitrust Authority.

Nexi closed 2019 with $1 billion (€984.1 million) in revenues, an Ebitda of $545 million (€502.5 million) and a net financial position of $1.6 billion (€1.47 billion). A clear improvement from $2.66 billion (€2.45 billion) at the end of 2018, thanks to the repayment and refinancing of past debt and cash generation during the period. In relation to Ebitda leverage is therefore 2.9 times at the end of 2019, a significant improvement compared to 5.8 times at the end of 2018 and 3.5 times since last April’s mortgage.

The largest equity-linked placement in Italy since 2017

The issue, which represents the largest equity-linked placement on the Italian market since 2017, also allows Nexi to extend the average life of its debt, lower its average cost and further strengthen its liquidity position.

BofA Securities, Banca Imi, Goldman Sachs International, HSBC and JP Morgan will act as Joint Global Coordinators and Joint Bookrunners. Banca Akros, Mediobanca and UBI Banca will act as Joint Bookrunners.

The bonds in issue will be convertible into Nexi ordinary shares, subject to the approval by the extraordinary shareholders’ meeting (to be convened by the end of the year) of a capital increase to be reserved exclusively for conversion. Following such approval, Nexi will issue a Physical Settlement Notice to the bondholders. Prior to the notification of the Physical Settlement Notice by Nexi, the bondholders will be entitled to receive early repayment of the bonds during the so-called Settlement Period at the so-called Cash Alternative Amount, as defined in the terms of the loan.

The bonds will pay an annual fixed-rate coupon of 1.75%, to be paid on a semi-annual basis in arrears. Simultaneously with the placement of the bonds, the joint bookrunners carried out the simultaneous accelerated placement of Nexi shares (Concurrent Equity Offering) on behalf of the subscribers of the bonds who wished to proceed with the short sale of these shares for hedging purposes in relation to the market risk arising from the investment in the bonds. The initial conversion price of the bonds will be $21.15 (€19.47), incorporating a premium of 50% above the Reference Share Price of $14 (€12.98), which is equal to the placement price of the ordinary shares as part of the Concurrent Equity Offering.

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First published in BeBeez, a third-party contributor translated and adapted the article from the original. In case of discrepancy, the original will prevail.

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