Fri 09/06/2024 13:11 PM
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Renewable energy company BayWa r.e. is working with law firm AO Shearman and financial advisor PJT Partners amid a financial restructuring at its parent company, the distressed German agriculture services provider BayWa AG. A steering committee of BayWa r.e.’s lenders hired financial advisor Teneo and legal advisor Noerr, while BCG has been mandated to provide an IDW S6 restructuring opinion, sources told Reorg.

BayWa r.e. is a joint venture between BayWa AG and Zurich-based investment firm Energy Infrastructure Partners. BayWa AG holds a majority stake in the venture, sources said. The renewable energy firm operates in 34 countries and has an annual revenue of nearly €5.8 billion, according to its website.

BayWa AG in August entered into standstill agreements with its main lending banks and secured a bridge financing agreement of €272 million with a core group of banks, as reported. These arrangements, combined with other liquidity measures, provided the company with €547 million in additional liquidity. The agreements are set to remain in effect until Sept. 30, with a potential extension to Dec. 31.

The standstill could be extended to December, several sources said. BayWa AG will need to make disposals, which will likely be made at the r.e. level, one source added. The company was exploring the sale of its solar trading business, which is part of BayWa r.e., in 2023, and at the time reportedly hoped for proceeds of over €2 billion from the sale.

BayWa AG has retained Rothschild as financial advisor and Jones Day as legal advisor. Gleiss Lutz is advising management, Alix Partners provided a chief restructuring officer while Roland Berger is also producing an IDW S6 restructuring opinion. A steerco of BayWa AG’s lenders are working with law firm Wilkie Farr, while the company’s €834.5 million Schuldschein lenders retained Dentons, as reported.

BayWa’s capital structure as of Dec. 31, 2023:





































































































































































































































































































































































































































































































































































































































BayWa AG


12/31/2023

EBITDA Multiple

(EUR in Millions)

Amount

Price

Mkt. Val.

Maturity

Rate

Yield

Book

Market


Non-recourse Project Financing

575.0


575.0




Total Non Recourse Debt

575.0

575.0

1.0x

1.0x

Property Secured Debt

32.2


32.2




€160M ABS Facility (Receivables)

131.9


131.9




Total Secured Debt

164.1

164.1

1.3x

1.3x

€500M Bond due 2024 1

500.0


500.0

Jun-26-2024



€2 Bn Sustainability Linked Syndicated Loan 2

1,400.0


1,400.0

Sep-2025



Other Unsecured debt 3

1,442.0


1,442.0

Sep-2025



€1 Bn Commerical Paper programme

632.4


632.4




€23M Bonded Loan due 2026

23.0


23.0

Nov-23-2026

4.850%


€3M Bonded Loan due 2026

3.0


3.0

Nov-23-2026

4.850%


€12.5M Bonded Loan due 2026

12.5


12.5

Nov-23-2026

EURIBOR + 1.600%


€25M Bonded Loan

25.0


25.0

Oct-06-2028

EURIBOR + 1.600%


€13.5M Bonded Loan

13.5


13.5

Nov-21-2028

4.870%


€20M Bonded Loan

20.0


20.0

Nov-21-2028

4.870%


€1.5M Bonded Loan

1.5


1.5

Nov-21-2028

EURIBOR + 1.800%


€11.5M Bonded Loan

11.5


11.5

Nov-22-2030

5.040%


€0.5M Bonded Loan

0.5


0.5

Nov-22-2030

5.040%


€16M Bonded Loan due 2030

16.0


16.0

Nov-22-2030

EURIBOR + 1.800%


€10M Bonded Loan due 2033

10.0


10.0

Feb-10-2033

4.810%


€1M Bonded Loan due 2033

1.0


1.0

Feb-10-2033

4.810%


€13M Bonded Loan due 2033

13.0


13.0

Nov-22-2033

5.270%


€3M Bonded Loan due 2033

3.0


3.0

Nov-22-2033

5.270%


€75M Bonded Loan due 2033

75.0


75.0

Oct-13-2025

4.190%


€35M Bonded Loan due 2033

35.0


35.0

Oct-13-2025

EURIBOR + 1.300%


€7.5M Bonded Loan due 2033

7.5


7.5

Oct-11-2027

EURIBOR + 4.460%


€3M Bonded Loan due 2033

3.0


3.0

Oct-11-2027

EURIBOR + 1.500%


€14.5M Bonded Loan due 2033

14.5


14.5

Oct-11-2029

4.700%


€11M Bonded Loan due 2033

11.0


11.0

Oct-11-2029

EURIBOR + 1.700%


€6.5M Bonded Loan due 2033

6.5


6.5

Oct-11-2032

4.960%


€84M Bonded Loan due 2026

84.0


84.0

Dec-21-2026

0.950%


€78M Bonded Loan due 2026

78.0


78.0

Dec-21-2026

EURIBOR + 0.950%


€88M Bonded Loan due 2026

88.0


88.0

Dec-21-2028

1.150%


€56.5M Bonded Loan due 2028

56.5


56.5

Dec-21-2028

EURIBOR + 1.150%


€43.5M Bonded Loan due 2028

43.5


43.5

Dec-31-2028

1.460%


€3M Bonded Loan due 2025

3.0


3.0

Jul-21-2025

1.540%


€14.5M Bonded Loan due 2025

14.5


14.5

Jul-21-2025

EURIBOR + 1.000%


€19M Bonded Loan due 2025

19.0


19.0

Dec-12-2025

1.610%


€3M Bonded Loan due 2025

3.0


3.0

Dec-12-2025

EURIBOR + 0.950%


€2.5M Bonded Loan due 2028

2.5


2.5

Dec-12-2028

2.100%


€41.5M Bonded Loan due 2028

41.5


41.5

Nov-09-2025

2.320%


€76.5M Bonded Loan due 2024

76.5


76.5

Oct-06-2024

2.630%


€15.5M Bonded Loan due 2024

15.5


15.5

Oct-06-2024

EURIBOR + 1.450%


Total Unsecured Debt

4,805.9

4,805.9

9.4x

9.4x

Lease Liabilities

1,063.1


1,063.1




Total Lease Debt

1,063.1

1,063.1

11.3x

11.3x

€100M Hybrid Bond

100.0


100.0




Total Subordinated Debt

100.0

100.0

11.4x

11.4x

Total Debt

6,708.1

6,708.1

11.4x

11.4x

Less: Cash and Equivalents

(233.3)

(233.3)

Less: Other Net Debt Adjustments

(1,533.9)

(1,533.9)

Net Debt

4,940.9

4,940.9

8.4x

8.4x

Plus: Market Capitalization

501.6

501.6

Enterprise Value

5,442.5

5,442.5

9.3x

9.3x

Operating Metrics

LTM Revenue

23,948.2

LTM Reported EBITDA

587.3


Liquidity

RCF Commitments

2,000.0

Less: Drawn

(1,400.0)

Other Liquidity

958.9

Plus: Cash and Equivalents

233.3

Total Liquidity

1,792.2

Credit Metrics

Gross Leverage

11.4x

Net Leverage

8.4x


Notes:
Net debt adjustments reflect Inventories for immediate use (€958.9M) and remove the effect of non - recourse financing €575M). Other liquidity comprises inventories for immediate use totaling €958.9M.
1. Repaid at Maturity.
2. Facility was orginated in 2021 at €1.7 billion and increased to €2 billion in 2022.
3. Assumed due to lack of disclosure. Calculated as debt due to banks less project financing , drawn syndicated loan an dproperty secured debt. Comprises Unsecured credit lines and long term loans.



 
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