Baker McKenzie and King & Wood Mallesons have advised a consortium of investors led by JB Capital Management Iberia Advisors, S.L.U. on the co-investment alongside Bain Capital for the acquisition of the Spanish entity ITP Aero, a world-leading company in the aeronautical and industrial engines market.
Bain Capital Private Equity and its partners closed on the purchase of aero-engine manufacturer ITP Aero from Rolls Royce for a final price of almost 1.8 billion euros, as confirmed by both companies. The transaction has been delayed until all the necessary authorisations were obtained from the Spanish government, which has required that the company’s decision centre, located in Zamudio (Basque Country), remain national.
The final price corresponds to €1.7 billion and €100 million of excess cash that the Spanish company had at the time of closing the deal. Bain Capital reserves 27.5% of the shares for the entry of Spanish partners, with JB Capital and defence group SAPA Placencia confirmed as investors with, expectedly, 10% and 5%, respectively.
Baker McKenzie has advised the consortium of co-investors led by JB Capital on all the tax and legal aspects of the Transaction, while King & Wood Mallesons has advised on the structuring and regulatory aspects regarding the consortium led by JB Capital Management Iberia Advisors, S.L.U.
Baker McKenzie advised on Tax matters with a team formed by partner Antonio Zurera and senior associate Jaime Cánovas. Team leader Carlos Jiménez de Laiglesia and associate Pablo García advised on the Legal matters of the deal with Bain.
King & Wood Mallesons advised with a team including senior associate María de Orueta.
Bottom: Pablo Alarcón, Victoria Morales and Blanca Vazquez de Castro
On the other hand, Latham & Watkins LLP advised an arranger group led by Credit Suisse in connection with senior secured credit facilities consisting of a US$666,706,620 first lien term loan facility and a US$116,000,000 multi-currency revolving credit facility, the proceeds of which funded Bain Capital Private Equity, L.P.’s acquisition of Industria de Turbo Propulsores, S.A.U. (ITP Aero). On September 27, 2021, Rolls-Royce Holdings PLC announced it signed a definitive agreement to sell 100% of ITP Aero to Bain Capital Private Equity, L.P., which led a consortium of investors, including Spanish co-investors SAPA and JB Capital, for approximately €1.7 billion. ITP Aero engages in the design, research and development, manufacture and casting, assembly, and testing of aeronautical engines and gas turbines.
Latham & Watkins LLP represented the arrangers in the senior secured credit facilities with a finance team led by New York partner Dan Seale, London partner Manoj Bhundia, Madrid partner Fernando Colomina, and Madrid counsel Luis Sánchez, with associates Michela Mancini, Christian DeSimone, Chiraag Patel, Felix Buddee, Alexander Law, Pablo Alarcón, and Victoria Morales. Advice was also provided on Tax matters by New York partner Jiyeon Lee-Lim, with associates Aoife McCabe, Sam Duncan, and Blanca Vazquez de Castro; and on uniform commercial code matters by New York partner Larry Safran and New York counsel Brian Rock.
Pérez-Llorca’s team advising Sapa was led by partners Francisco Iso, Pedro Marques da Gama Castro Pereira, along with senior associate Pablo Hontoria.
Cuatrecasas’ team advising Bain Capital was formed by partners Javier Villasante, Íñigo Rubio, Javier Martí-Fluxá (Cuatrecasas España), and Santiago Ferrer Pérez (Cuatrecasas México).
Uría Menéndez’s team acting for Rolls-Royce Holdings comprised partners Irantzu Irastorza, Jaime Folguera Crespo, Manuel Echenique Sanjurjo, and Manuel Vélez Fraga, along with counsel Alex Bircham, principal associate Olatz Ortega Espilla, associate Daniel Gurrea Boix and junior associate Casilda Campuzano García-Espejo.
Uría Menéndez’s UK team was led by partners Blanca Arlabán Gabeiras, Juan Carlos Machuca Siguero, and senior associates Domingos Salgado, Ignacio Zapata Benito, and José Sánchez-Fayos Martín-Peña.
