CVC Capital Partners’ acquisition of Peruvian cash management business Hermes Transportes Blindados required a two-pronged approach. To clinch the deal, CVC had to undertake a public tenderoffer to purchase the majority of the listed company’s shares directly – from counterpart The Carlyle Group – at the same time as reaching separate, private, deal for the remainder. The multi-layered transaction between two of the world’s largest private equity investors played out over the Lima Stock Exchange and established sophisticated deal-making and compliance standards. It is our private equity Deal of the Year.
CVC Capital Partners enlisted US rm Simpson Thacher & Bartlett LLP and Peru’s Rodrigo, Elías & Medrano Abogados to purchase Hermes Transportes Blindados, a Peruvian logistics, cash processing and custody services provider that was previously under the control of private equity behemoth The Carlyle Group.
Carlyle engaged Ropes & Gray LLP in New York and Peru’s Hernández & Cía Abogados for the sale (the latter was the same counsel it had relied on to take control of Hermes through a leveraged buyout more than five years earlier). Another selling shareholder, the Wiese family, also turned to Hernández & Cía, as well as US rm Winston & Strawn LLP.
The multi-layered transaction between two of the world’s largest private equity investors played out over the Lima Stock Exchange.
The deal had two halves; in one, CVC bought an 85% stake in Hermes from Carlyle and a local, family-owned trust through an all-cash public tender offer, necessitated by Hermes’ listing back in 2017. In the other, CVC privately purchased a share in local investment company Nisa Blindados – which held a near-15% stake in Hermes – from its owners, the Wiese family. Both deals occurred simultaneously and valued Hermes at around US$400 million.
Hermes’ listed company status added a layer of complexity. It meant CVC had to purchase Carlyle and the De Osma family’s share through a special purpose vehicle, with some 73,231,163 shares changing hands. The tender offer agreement – which took around three months to close – is also one of few transactions in Peru to feature a reps and warranties insurance policy.
Counsel to CVC Partners
Simpson Thacher & Bartlett LLP Rodrigo,
Elías & Medrano Abogados
Counsel to The Carlyle Group and the De Osma family
Ropes & Gray LLP
Hernández & Cía.
Counsel to the Wiese family
Winston & Strawn LLP
Hernández & Cía.
Author | Editor