BTG PACTUAL – turning the wheels of commerce

Banking & Finance
| The European | 10th January 2018
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BTG Pactual is the largest investment bank in Latin America and has consolidated its presence in the region’s markets by participating in significant deals and generating value for clients within those transactions. This has been possible thanks to the banks local regulatory vehicles, experienced professionals, expert local teams, and the advantages of having a regional platform.

This was evident in Grupo Argos’ public tender (tender offer), promoting synergies between several areas within the bank, as well as acting as a one-stop shop for the client, to identify efficiencies for Grupo Argos in terms of profitability, effectiveness and timing, to achieve the desired outcome.

As a result, with its client, BTG Pactual accomplished one of the few ‘takeover’ transactions through the Columbian Stock Exchange to have taken place in the country in the last 20 years and secured 98.55% of total stake in Odinsa for Grupo Argos.

Overview

The transaction by Grupo Argos was the first public tender offer with consideration in securities to be implemented in Colombia. Since the transaction was without precedent in Colombia, following the creation of BVC – after the merge of three previous stock exchanges Bogotá, Medellín, Cali – it had many challenges in the local regulatory framework.

To make this possible, BTG Pactual, jointly with Grupo Argos and PPU, worked vis-à-vis with the local authorities responsible of the approval of the transaction (Superintendencia Financiera de Colombia, Bolsa de Valores de Colombia) to develop a flawless operation of an innovative structure in Colombia to finalise the deal.

BTG Pactual played a decisive and direct role in providing support to Grupo Argos at every stage of the process and worked closely with its lawyers to develop the essential documents for the successful closing and implementation of the transaction.

Major acquisition

BTG Pactual acted as the exclusive financial advisor to Grupo Argos in the strategic acquisition of a 98.55% stake in Odinsa for $672m. The acquisition process was divided in four phases: the first phase involved the acquisition of a stake through a takeover coordinated by BTG Pactual in the local stock exchange. Grupo Argos offered a premium over Odinsa’s current stock price, seeking to secure the amount allowed (maximum 24.99%) before it was needed to launch a mandatory tender offer. Grupo Argos bought 24.9% and the market placed ask quotes for a higher percentage than that one offered to buy by the client.

After the market’s positive reaction, BTG Pactual advised Grupo Argos in the second phase, which was a tender offer aimed at buying an additional 25% of Odinsa´s outstanding capital. This was another successful transaction, also oversubscribed, that allowed Grupo Argos to end up with 49.9% of the company. The third phase consisted in acquiring control of Odinsa, a term defined pursuant to Colombian legal framework – in this case Grupo Argos could buy an additional percentage not above 4.99%, before being forced to launch another tender offer. Finalising these three phases, Grupo Argos had 54.8% stake in Odinsa for an estimated value of $400m. Finally, the fourth phase consisted in the acquisition of a 43.8% stake in Odinsa for $272m. This second tender offer was the first transaction of its type in Colombia’s Stock Exchange in over 20 years as, within its considerations, was the option to pay with Grupo Argos’ preferred shares in exchange of Odinsa’s shares. All the previous payments to get 54.8% equity stake were paid in cash.

For Grupo Argos, the transaction with Odinsa resulted in its diversification, since it allowed the inclusion of a new business line for them, and it also supported the development of a solid platform to invest in infrastructure in the region with attractive prospects.

Innovative stock exchange offer structure

For the second tender offer BTG Pactual analysed and designed an innovative structure that maximised the interests of Odinsa’s shareholders, Grupo Argos and other stakeholders. The result was a tailor-made solution: a hybrid setup between the traditional Colombian tender offer (Oferta pública de adquisición) and an Exchange offer (Oferta pública de intercambio) directed exclusively to shareholders of Odinsa who accepted preferred shares of Grupo Argos as payment for Odinsa shares, that minimised cash disbursements and allowed keeping the credit rating of Grupo Argos unmodified.

This tender offer allowed Grupo Argos to minimise the cash disbursement – 17% of total shares granted – while securing a $226m preferred stocks issuance at a favorable stock price.
Furthermore, Grupo Argos’s preferred share presented a favourable price performance, posting a 1.1% increase at closing date of tender offer (26 December 2016) with respect to the share price at the initial tender offer notice (27 November 2016).

In the process the role of transparency was pivotal, transparency towards the market and with related parties of the transaction. This was a major motivation for BTG Pactual and Grupo Argos, to prepare properly the execution of the transaction, training sessions with stock brokerage firms, market communication plans, analysts conference calls, meetings with interested parties, to explain the deal structure among other characteristics of the transaction. There was also a significant commercial effort from BTG Pactual’s equity team aimed at explaining the structure to Odinsa shareholders and providing the sellers clear information.

Results

The transaction totalled $272m. Three hundred and ten orders received accounting for $85.9m shares which represents 96.81% of the total tender offer. Final equity stake in Odinsa: 98.55%. Grupo Argos has recently announced it will launch a tender Ooffer for the remaining 1.45% of Odinsa’s outstanding capital to go private and delist Odinsa’s stocks from Bolsa de Valores de Colombia.

Further information
www.btgpactual.com

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