Milbank Advises the Initial Purchasers in Connection with Fiber Bidco S.p.A.’s High Yield Bond Offerings

1. In connection with the previous advice on the debt financing package in support of Bain Capital’s joint ownership agreement for Fedrigoni with BC Partners (click here to read the press release), Milbank LLP represented the initial purchasers in connection with:

(i) an offering of €725,000,000 senior secured floating rate notes due 2027 and €300,000,000 11.00% senior secured notes due 2027 by Fiber Bidco S.p.A. (the “Offering”). This Offering featured an innovative “cashless exchange” settlement option, pursuant to which existing floating rate noteholders were given the option to “rollover” their existing notes by exchanging them for new floating rate notes on a cashless basis in a private exchange offer; and

(ii) a subsequent offering of €56,349,000 11.00% senior secured additional notes due 2027 by Fiber Bidco S.p.A. (the “Additional Offering” and together with the Offering, the “Offerings”).

The initial purchasers included Goldman Sachs Bank Europe SE, Banco Santander, S.A., BPER Banca S.p.A., Intesa Sanpaolo S.p.A., Morgan Stanley & Co. International plc, Nomura Financial Products Europe GmbH and UniCredit Bank AG.

The gross proceeds from the Offerings, together with the proceeds of certain funding provided by the sponsors of Fedrigoni, will be used, upon release from escrow, to (i) acquire 99.99% of the share capital of Fedrigoni S.p.A., (ii) refinance the entire aggregate principal amount outstanding of Fedrigoni’s existing notes, (iii) pay the purchase price for the acquisition of Zuber, (iv) pay related costs and expenses and (v) for general corporate purposes.

Fedrigoni is a leading global player in wine labels, specialty papers for luxury packaging, drawing paper and self-adhesive materials.

The Milbank team was led by European Leveraged Finance/Capital Markets partners Rebecca Marques and Suhrud Mehta, special counsel Laura Bonamis, associates Melanie Probst, Stefanos Serfas, Maria Chiara De Biasio, James Szauer, Eugenia Repetto, Linda Mahlangu and Santiago Barraza Lopez and legal assistant Matteo Bonacina. The team also included New York Tax partner Andrew Walker and associate David Hanno, as well as London Tax partner Russell Jacobs and associate Fareed Muhammed.