MinterEllison has advised BWX Limited (BWX) on its fully underwritten 1 for 5.7 pro-rata accelerated renounceable entitlement offer to raise A$100m to fund its acquisition of Andalou Naturals, Inc. in the US.
With an emphasis on natural, organic and sustainable products, BWX develops, manufactures, markets and distributes branded skin and hair care products to the beauty and personal care market.
The capital raising was conducted to fund BWX's US$80m acquisition of Andalou Naturals, Inc, with remaining proceeds used to pay down existing debt facilities and fund transaction costs.
Since its establishment in 2010, US based Andalou Naturals has become a leading natural skin, body and hair care brand. Andalou Naturals has an estimated FY2018 revenue of US$41m and pro forma forecast EBITDA of US$8.5m.
MinterEllison's role included advising BWX on all Australian aspects of the capital raising, including undertaking due diligence, negotiating the underwriting agreement, drafting offer documents, negotiating a debt bridging facility for BWX, and commenting on the US acquisition agreements.
For BWX, the acquisition of Andalou Naturals creates a large operating platform in the US when coupled with the distribution infrastructure and network of its subsidiary Mineral Fusion.
By also leveraging BWX’s streamlined global supply chain, the acquisition of Andalou Naturals will enable BWX to drive operating efficiencies and create a US distribution network capable of supporting the entry of other BWX brands into the US market.
Led by MinterEllison partner Nick Broome, the transaction raised various complexities and required the team to navigate US securities law with US counsel for the staggered issue of BWX shares from an escrow agent to US based vendors of Andalou Naturals. The tight timeframe, over 30 US vendors and the US time difference made the transaction challenging.
Nick was supported by Sudharshan Senathirajah (Special Counsel), Caitlin Chiu (Special Counsel), Daniel Bell (Senior Associate), Sarah Soon (Associate), Elissa Young (Lawyers) and Alex Dworjanyn (Lawyer).
The capital raising was fully underwritten by Goldman Sachs.