Homburger advises Dufry on the placement of 5.5 m shares and CHF 350 m convertible bonds
On April 23, 2020, Dufry successfully completed a private placement with institutional investors of 5 m shares newly issued out of its authorized share capital and 500,000 treasury shares by way of an accelerated bookbuilding. The shares were placed at CHF 27.50 per share, resulting in gross proceeds of CHF 151.3 m.
At the same time, Dufry (through its subsidiary Dufry One B.V.) placed CHF 350 m senior bonds due 2023, conditionally convertible into Dufry shares, guaranteed by the company and with a coupon of 1%. The conversion price corresponds to a conversion premium of 20% over the reference share price, which is equal to the offer price determined in the concurrent share placement.
UBS AG, BNP Paribas, Credit Suisse and Goldman Sachs International acted as Joint Global Coordinators and Joint Bookrunners. BofA Securities and HSBC acted as Joint Bookrunners. ING, Raiffeisen International and Unicredit acted as Co-Lead Managers.
Further, Dufry has secured commitments for a new approx. CHF 425 m 12-month facility. Also, Dufry’s bank consortium approved the company’s request to waive the current financial covenants until the end of June 2021 and to establish an increased threshold for the covenant testing in September and December 2021.
These measures significantly strengthen Dufry’s capital base and liquidity position and are designed to help Dufry to weather the COVID-19 pandemic and current economic downturn even under a severe scenario, while also providing the company with enough flexibility to react to business opportunities arising in the context of the current situation.
Homburger acted as counsel to Dufry. The Homburger team comprised partners Frank Gerhard and Andreas Müller (both Capital Markets; Corporate / M&A), Benedikt Maurenbrecher (Capital Markets), Dieter Grünblatt (Tax) and Jürg Frick, counsel Eduard de Zordi and associate Olivier Baum (both Capital Markets), associates Carlo Sulser (Corporate / M&A) and Alessandra Mengotti, and junior associate Luzius Kaufmann (Corporate / M&A; Tax).