TowerBrook signs an agreement with Investcorp and Autodistribution Group's lenders to take control of Autodistribution Group and support its expansion

Autodistribution Group to benefit from important debt reduction
and significant new capital injection

Paris, 2nd March, 2009 – TowerBrook Capital Partners, an investment management company, announces the signing of an agreement under which TowerBrook would take exclusive control of Autodistribution Group, a leading independent European distributor of spare parts for cars and trucks, and strengthen its balance sheet in order to support its expansion.

Under the terms of the agreement, signed between TowerBrook, Investcorp, the current shareholder, and virtually all Autodistribution’s lenders:

TowerBrook will acquire a controlling stake of 62.5% of Autodistribution and Investcorp will reinvest to acquire a 16.0% stake in the company;
TowerBrook will offer lenders a 21.5% equity stake in return for a reduction in the current level of debt;
The new shareholders will inject €110 million of new capital, for the sole purpose of financing the Group's activity, with a further €50 million to be made available to finance potential acquisitions;
Post restructuring, the Group’s financial debt, excluding available cash, will be below 2.5x estimated 2008 Ebitda.

Completion of the transaction is expected to take place in the next few weeks, subject to the fulfilment of a number of conditions precedent, most notably approval by the relevant competition authorities. During this period the two Autodistribution Group holding companies (Parts Holdings and Autodis), which hold all of the Group’s debt, will be subject to a “sauvegarde” procedure, designed to allow the implementation of the terms of the agreement. The operating company Autodistribution, its central purchasing organisation, its subsidiaries and its network will not be affected by this procedure and will continue their businesses as usual.

As a result of its leading positions in France and the rest of Europe, the company is expected to report sales of €1.1 billion for 2008, an increase of 4.3% over 2007.
TowerBrook's substantial financial commitment and the acquisition of equity stakes by lenders reflect their combined confidence in the growth prospects of Autodistribution Group, once its balance sheet has been strengthened.

TowerBrook and Investcorp would also like to recognise the commitment of all key parties to this transaction, in particular the Mediation du Credit, who played a large part in facilitating the agreement between the lenders and new shareholders.

Alain Redheuil, CEO of Autodistribution, will manage the company until the completion of this agreement. Once this transaction is completed, Alain Redheuil will assume a non-executive position on Autodistribution’s Board of Directors. Gerd Siekmann will become Chairman of the Board and Olivier Roux will become Chief Executive Officer. Gerd Siekmann and Olivier Roux are both currently Operating Executives at TowerBrook and will bring to Autodistribution their expertise in the automotive sector. From 1998 to 2007, they ran together several auto components companies, notably EMPE Holding GmbH, an interior systems manufacturer, and Rhiag Group Limited, a leading spare-parts distributor in Italy, Switzerland and Eastern Europe.

Alain Redheuil said: “Our team dedicated all its energy into finding a solution that ensures Autodistribution’s future. I am very satisfied we have achieved that today with the arrival of TowerBrook as the majority shareholder, alongside Investcorp. With significantly reduced debt and solid operational results, the Group is poised to continue its expansion for the benefit of its clients. Following the closing of the agreement, Gerd Siekmann, who will become Chairman of the Board, and Olivier Roux, who will become Chief Executive Officer, will have my full support as a Board member, as Autodistribution takes another step forward”.

Karim Saddi, a Managing Director at TowerBrook, said: “We have an ambitious development plan for Autodistribution and we are happy to have reached agreement with shareholders and lenders. Autodistribution is a strong company with great growth potential. In a few years it has become a leading player in the industry, with an international footprint, and we wish to thank all of constituents, which have contributed with talent and tenacity to this expansion. The agreement we have reached provides the company with the necessary resources, appropriate capital structure and the management expertise to allow it to consolidate its leadership position in France and also in Europe".

Yves Alexandre, Managing Director at Investcorp added: “We are very pleased that Autodistribution will, as a result of this transaction, have an appropriate balance sheet to confront the difficult economic conditions facing the automotive industry. The investments made over the past three years, as well as the additional human and financial resources being made available to the business as a result of this agreement, provide Autodistribution with the means to pursue further its operational transformation. Our priority has been to achieve a financial restructuring that ensures a lasting solution for Autodistribution, its employees and trading partners."

Autodistribution would like to emphasise the decisive part played in this agreement by all of the company's partners: staff, clients, suppliers, distributors and financial partners.

Back