Ropes & Gray represented Bormioli Rocco Holdings S.A. and VCP VII Luxco 6 S.A.R.L. in connection with the issuance of €250 million 10 percent senior secured notes due 2018 of Bormioli Rocco Holdings S.A. The proceeds of the issuance will be used to pay, in part, the €260 million bridge loan borrowed by VCP VII Luxco 6 S.A.R.L., Bermuda Luxco S.A., Bermuda Acquisitions S.R.L. to finance Vision Capital’s acquisition of a portfolio of investments from Banco Popolare, including Bormioli Rocco, the international glass and plastic packaging manufacturer. J.P. Morgan and BNP Paribas acted as joint book-running managers; the transaction launched on July 22 and priced on July 26.

Ropes & Gray previously represented Vision Capital in connection with corporate matters related to closing the acquisition and all aspects related to the equity investment made by Vision Capital in connection with the acquisition. 

The Ropes & Gray high yield team working on the offering was lead by partner Jonathan Bloom and associates Michael Kazakevich, Haden Henderson and Collin McDonald. Tax advice was provided by partner Rom Watson and associates Sara Clevering and Ilce Kozaroski and ERISA advice was provided by partners Hardin Matthews and associate Sarah Tomeo. 

The Ropes & Gray finance team working on all structuring and collateral related matters was lead by partners Maurice Allen and Tania Bedi, and associates Alice Dawson and Bettina Kloubert. 

The corporate team working on the acquisition and equity investment was lead by partner Kiran Sharma with support from associates Dave Burley and Alex Griffiths. 

“The successful closing of this transaction shows that even in a challenging economic climate, the European market has accepted high yield as a legitimate alternative to bank finance to structure and finance European leveraged acquisitions,” said Mr. Bloom. “Bormioli was a solid credit with low leverage making an offer against an uncertain economic backdrop. The success of this offering should be encouraging to the European high yield market in general and to European private equity houses in particular.” 

The firm worked with Bonelli Erede Pappalardo in Italy, Bredin Prat in France, Uría Menéndez in Spain, and Loyens & Loeff in Luxembourg. 

Bormioli Rocco produces glassware and packaging containers for home and professional use. Founded in 1825, its retail glassware has become an internationally recognised brand. It is also one of the leading wholesale suppliers of glass and plastic packaging to the global pharmaceutical and food industries. In 2010, Bormioli Rocco generated sales of €531 million and EBITDA of €85 million. 

Vision Capital is an independent private equity investment firm focused on Europe and the Americas with specialist expertise in financial and real estate, industrial and manufacturing, business services and consumer sectors. Between 1997 and 2010, Vision Capital raised seven funds totalling over €1.8 billion of committed capital and has invested in seven portfolios with an underlying enterprise value of over €2 billion. Vision Capital’s funds own and actively manage controlling interests in a multi-sector portfolio of companies, most of which are based in Europe. 

The firm’s London office has handled high-profile transactions, including representing: 

• Liberty Global Inc. in connection with the financing for its approximate €3.16 billion acquisition of Germany’s third-largest cable TV operator Kabel BW Erste Beteiligungs GmbH, from Swedish private equity group EQT Partners AB;
• Certain mezzanine lenders to KCA Deutag Oil Services Group, including funds managed by BlackRock Financial Management, Inc., EIG Management Company, LLC and GoldenTree Asset Management LP, in connection with KCA’s financial restructuring; 
• Sankaty Advisors and GoldenTree Asset Management, as Euro note purchasers in connection with the issuance of €110 million eight-year senior secured notes that refinanced the debts of the world’s largest specialty alumina products producer, Almatis, resulting in the company’s exit from bankruptcy; 
• TPG Capital on its €1.2 billion secondary buyout of Ontex NV from Candover Partners Limited; 
• Vision Capital in connection with a €260 million bridge loan to VCP VII Luxco 6 S.A.R.L., Bermuda Luxco S.A., Bermuda Acquisitions S.R.L. to finance Vision Capital’s acquisition of a portfolio of investments from Banco Popolare.