Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) is advising Société Anonyme de Participation et de Gestion SA (‘SPDG’) on the sale of a stake in D’Ieteren Group SA/NV (‘D’Ieteren Group’) to Nayarit Participations SA (‘Nayarit’). SPDG is the holding company of the Périer-D’Ieteren family managing its long-standing shareholding in the D’Ieteren Group. Founded in 1805 in Brussels, Belgium, D’Ieteren Group today is an international automotive company including brands such as Belron/Carglass.

Under the terms of the current agreement, Nayarit plans to acquire 16.7% of D’Ieteren Group’s capital from SPDG, including all profit shares held by SPDG at a price equivalent of €223.75 per ordinary share cum dividend, totalling c.€2bn. SPDG has undertaken a best-efforts commitment to dispose of its remaining 10.6% stake in D’Ieteren Group in an orderly manner over the next five years, market conditions permitting.

This shareholder transaction is expected to be accompanied by a dividend to be paid by D’Ieteren Group, totalling c.€4bn or €74 per ordinary share The closing of the transaction is subject to the D’Ieteren Group and Belron Group financings as well as customary regulatory approvals. D’Ieteren Group will use c.€850m of existing liquidity to fund the extraordinary dividend. Alongside the operation, it intends to raise a new debt facility of €1bn. Concurrently, Belron intends to refinance its existing €4.3bn loans and to raise additional financing for c.€3.8bn on a best-efforts basis. Combined with available liquidity, this additional debt would allow the funding of a c.€4.3bn dividend distribution from Belron to its shareholders, of which c.€2.2bn would be distributed to D’Ieteren Group.

The Freshfields team was led by Partner Deborah Janssens, Principal Associates Thibault Moust and Joachim De Vos, and Associate Sarah Wauthion (all Corporate/M&A, Brussels). Antitrust and regulatory advice was provided by Partner Thomas Janssens and Principal Associate Jan Jeram (both Brussels).