Grupo Bimbo, S.A.B. de C.V. Acquisition Financing
1/26/2009
Davis Polk advised the joint lead arrangers and the administrative agent in connection with the structuring and documentation of a US$1.7 billion two-tranche term credit facility and a US$600 million bridge facility for Mexican food giant Grupo Bimbo, S.A.B. de C.V., as borrower. The facilities, which are unsecured, were obtained by Grupo Bimbo to fund a portion of the US$2.505 billion purchase price for the US fresh baked goods business of Weston Foods, Inc. Banc of America Securities LLC, Banco Santander S.A., New York Branch, BBVA Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., ING Capital LLC and Banco Inbursa, S.A. Institución de Banca Múltiple, Grupo Financiero Inbursa acted as joint lead arrangers. BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, are the administrative agents for the facilities. A consortium of lenders participated in the deal.
In connection with this acquisition financing, Davis Polk advised the joint lead arrangers and the administrative agent on the amendment and restatement of Grupo Bimbo's existing US$600 million revolving credit facility. Banc of America Securities LLC, Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer and ING Capital LLC acted as joint lead arrangers and bookrunners for the revolving credit facility.
Grupo Bimbo is one of the largest providers of baked goods in the world. The consolidated US operation, known as Bimbo Bakeries USA (BBU), becomes one of the largest baked-goods companies in the country, with a leading position in bread, buns, sweet-baked goods and cakes. The acquisition encompasses a premium brand portfolio in the fresh baked goods category, and includes brands such as Arnold, Boboli, Brownberry, Entenmann's, Freihofer's, Stroehmann and Thomas’.
The Davis Polk corporate team included partners James A. Florack and Manuel Garciadiaz and associates Norberto E. Quintana, Derek Thomas Fears and Jonathan Armstrong. Partner Lucy W. Farr and associates Raymond J. Holst and H. Henry Shi (not yet admitted) provided tax advice. Counsel Erin K. Cho provided ERISA advice. The legal assistant on the transaction was Fatima Santos. All members of the Davis Polk team work in the New York office.