BNP, RBC Underwrite Over €1.5B Debt Package Backing Proposed Take Private of Exclusive Networks 

Reporting: Oscar Laurikka, Jihye Hwang

BNP Paribas and RBC have underwritten a debt package of more than €1.5 billion to back Clayton Dubilier & Rice and Permira’s proposed take private of French cybersecurity business Exclusive Networks, sources told Reorg.

The debt package will comprise a term loan B, delayed draw term loan and an RCF, sources said.

Under the buyout terms, Everest UK HoldCo Ltd. a Permira-controlled entity, and CD&R will form a consortium to acquire Exclusive Networks’ shares held by Everest UK HoldCo and founder Olivier Breittmayer representing 66.7% of the share capital and voting rights at €18.96 per share through a BidCo after an exceptional €5.29 per share dividend distribution and payment, as reported.

The transaction will be followed by a simplified mandatory tender offer for the remaining shares.

The proposed transaction values 100% of Exclusive Networks’ share capital at €2.2 billion on a fully diluted basis.

The company generated sales of €5.1 billion in 2023 and adjusted EBIT of €186 million, according to its 2023 financial report.

BNP, CD&R and Permira declined to comment. RBC did not respond to a request for comment.

Disclosure: Reorg and Exclusive Networks are both Permira portfolio companies.