KKR’S Voluntary Tender Offer on GREENVOLT

Mediobanca acted as exclusive financial advisor to KKR in the acquisition of a 61% stake in Greenvolt and in the launch of a voluntary tender offer on the remaining shares of Greenvolt.

On December 21st, 2023, Kohlberg Kravis Roberts & Co. L.P. (“KKR”), through its infrastructure arm, has reached an agreement to acquire 61% stake of Greenvolt (the “Company”), the Portuguese power utility listed on the Euronext Lisbon Stock Exchange, from 7 different reference shareholders. The completion of the agreements (the “SPAs”) is subject to customary antitrust clearance. 

•      In the context of the transaction:
• KKR has announced its intention to launch a voluntary tender offer on the shares of Greenvolt at the same price offered in the SPAs (i.e. €8.30 per share). The voluntary tender offer will be converted into mandatory once the SPAs are executed and KKR will take control of the majority of the voting rights of the Company 
• KKR will have the right to convert its €200m convertible bond into shares and obtain c. 15% of the share capital fully diluted (MB acted as sole advisor of KKR in the structuring of the bond back in January 2023)
• KKR has declared its intention to delist the Company and use the squeeze out mechanism offered by the law through achieving the control of the 90% of the voting rights of the Company 
• The price offered by KKR recognizes a value for the equity of the Company of € 1.2bn which represents a +95% premium over the listing price at IPO – 15th July 2021 – and +32% over the 6 months VWAP 
• KKR is a leading global investment firm with c. $500bn AUM, with high focus on green infrastructure and energy transition as evidenced by its global c.$15bn investments into the renewable energies segment. 
• Greenvolt, listed in July 2021 on the Euronext Lisbon, is a renewables company in Europe with a growth pipeline of 7.7 GW (wind, solar and storage). Greenvolt operates in the renewable energy sector, being the leader in Portugal in the electricity production from biomass. 

Mediobanca acted as exclusive financial advisor to KKR during all the phases of the transaction, involving the origination, structuring and execution of the M&A deal. In addition in the context of the transaction Mediobanca is supporting the client with additional products solutions on top of the M&A as i) a cash confirmation for the voluntary tender offer, ii) a backstop facility to cover certain existing debt at Greenvolt level that could be subject to a CoC triggered from the change in ownership and iii) potential future capital market solutions to be possibly activated later on in the process.

This transaction reinforces Mediobanca relationship with KKR - after January advisory on the convertible - and demonstrates Iberia M&A team’s strong track- record in the energy transition space with 2 sizable transactions announced in Iberia in the last month – which are the largest renewables deals in Iberia in 2023.