Initiating the transaction and advising STAR Capital Partnership LLP on the acquisition of ASL Aviation Holdings DAC

ASL Aviation Holdings DAC is a provider of air cargo, freight transport, passenger services and aircraft leasing and operates worldwide, with its head office based in Swords, Ireland, with a fleet of circa 130 aircraft, 2,500 employees worldwide, and over 500,000 tonnes of cargo and 3,000,000 passengers carried.

Barons Capital Partners initiated the transaction & advised and assisted STAR Capital Partnership LLP, a UK based Private Equity firm, in the acquisition of ASL.

Our value-add:

• Deal concept, structure and initiation
• Valuation advice
• Negotiation with vendor
• Aviation industry expertise
• Working with both Buyer and Seller to ensure strict timelines were achieved
• Negotiation support from initial offer through to closing
  

Breaking Deadlock In A Public Acquisition

Stork NV was a 140-year old quoted Dutch conglomerate with divisions involved in:

• Civil and military aerospace manufacturing (successor to the world-famous Fokker brand, with involvement in a wide range of global aircraft programmes such as the A380, B787, NH90 and Joint Strike Fighter)
• The provision of maintenance, repair and overhaul for major industrial plants
• The manufacture of  food processing machinery

The company had been mired in a long-running and seemingly intractable dispute with activist shareholders over future strategy, leaving management badly distracted and the company unable to move forward.

Baron Capital Partners expert knowledge of the company, its situation, its markets and prospects allowed us to conceive, broker and advise on a white knight solution to break the deadlock.  This resulted in our client, the leading UK private equity house Candover, acquiring Stork for an agreed price and taking it private (de-listing it from the Dutch stock exchange).

The total transaction value was circa €1.6 billion

Our value-add:

• Sector expertise
• Transaction concept and initiation
• Assisting our client in establishing the feasibility and commercial benefits of the transaction
• Discrete negotiation of solutions with key activist shareholders at critical junctures
• Breaking deadlock

Finding the Ideal Acquirer

Headquartered in Switzerland, Swissport is a global leader in aviation services, providing ground and cargo handling and ancillary value-added services to the world’s airlines.

Having held the company for four years, the leading UK private equity house Candover appointed Barons Capital Partners as lead adviser on the sale (co-advised by Alpha Corporate of Spain and Rothschild). The prevailing view at the time of our appointment was that an optimal exit would be achieved through an Initial Public Offering (IPO).

However, based on our understanding of the sector and the dynamics of the market at the time, we conceived and developed the idea of achieving exit by a sale to a Spanish construction company.  After a full competitive auction process, Swissport was eventually sold to Ferrovial Servicios SA, the well-known leading Spanish industrial group.

The total transaction value was CHF 1 billion (€650 million)

Our value-add:

• Deal concept and transaction initiation
• In-depth aviation and support services expertise
• Valuation advice
• Preparation of detailed marketing material
• Extensive cross border contacts network with the necessary depth and scope to identify potential European and global buyers across a wide range of industries
• Conduct of a full competitive auction process
• Management of the detailed Due Diligence process
• Negotiation of deal terms to allow Candover to realise a significant return on its initial investment

Securing a Reverse Consideration

Deutsche BA (dba) was the subsidiary of British Airways in Germany with a fleet of 16 Boeing 737 aircraft and 800 staff.  It was substantially loss making and BA sought to divest the business as non-core to its future global long-haul network strategy.

Barons Capital Partners acted as advisers to Intro Verwaltungsgesellschaft mbH, a German aviation consultancy and investment company lead by wealthy entrepreneur Hans Rudolf Wöhrl that specialises in airline restructuring and turnaround.

Intro acquired dba for €1. In addition, BA provided funds in excess of €70 million (the so-called ‘Reverse Consideration’) to support the company in its first 12 months as an independent entity.

Barons Capital Partners managing partner Eric F. Kohn TD subsequently joined the dba Board to assist with the turnaround process which was successful in its first year. dba was eventually sold to Air Berlin as a profitable bolt-on.

Our value-add:

• Transaction concept and initiation
• Aviation industry expertise
• Assisting in establishing the feasibility and commercial benefits of the transaction
• Negotiation with BA to establish an acquisition price of €1
• Negotiation of significant additional future funding from BA to support restructuring
• Board-level strategic advice on the conduct of a successful restructuring and turnaround

Acquisition of CityJet Ltd and VLM BV from Air France Finance

CityJet and its subsidiary VLM were the Irish and Belgian airline subsidiaries of Air France-KLM Group. CityJet is based in Dublin, Ireland, and operated 20 Avro RJ85 aircraft, of which 10 were owned and 10 were operating leases. VLM was based in Antwerp, Belgium, and operated 12 Fokker 50 aircraft, all of which were owned by VLM.

Air France deemed the businesses non-core to its network strategy. CityJet had generated significant losses in the years leading up to the transaction.

Barons Capital Partners initiated the transaction and acted as financial adviser to Intro Aviation GmbH, a German aviation consultancy and investment company led by Hans Rudolf Wöhrl, who has successfully turned around several airlines.

As a result of the transaction, CityJet and VLM were acquired on a debt-free basis.

Our value-add:

• Deal concept, structure and initiation
• Negotiation with vendor
• Project management of legal, accounting, and other advisors
• Aviation industry expertise
• Assisting our client in establishing feasibility and commercial benefits of the transaction