Cleary Gottlieb represented Sucres et Denrées S.A. (Sucden) in an acquisition of the controlling stake in a sugar business of TRIO Group of companies (TRIO), comprised of 10 companies, and related shareholders’ agreement.
The purchased business’ indebtedness was factored into the acquisition price. As a result of the transaction, Sucden became the majority partner in TRIO’s sugar business and beet growing areas (including Yelets sugar plant, being one of the top-three sugar plants in Russia by capacity and product quality) and agreed with the target’s lender, being one of the major Russian banks, on restructuring of the existing loan portfolio of the acquired business.
The deal was signed on May 23, 2019, and closed on July 25, 2019, following receipt of the unconditional merger control clearance in Russia.
The completion of the deal was preceded by a complex multistep restructuring of the target (including tender offers to minority shareholders and a corporate spin-off) aimed at separation of the sugar business from TRIO’s other businesses as well as consolidation of the ownership over target. The restructuring was completed in the record period of less than five months.
Before the completion of the deal, Sucden and TRIO also reached a principle agreement with the target’s lender on restructuring of its existing loan portfolio primarily focused on amending the existing facility agreements and related security package in order to eliminate cross-collateral and cross-indebtedness of the target and TRIO.
Sucden is a private French group with a turnover of around $6 billion. It is a global commodity merchant, grower, processor, logistics provider, distributor, trader, broker, and ship owner. The group’s key activities are in sugar, cocoa, coffee, ethanol, and derivatives brokerage.
TRIO is a full-cycle agricultural holding, which began its operations in 1997. The group includes the sugar plant (Yelets), which went through a full cycle of modernization and has a production capacity of 10,000 tons of sugar beet processing per day, and a number of agricultural assets, including crop production, dairy farming, and potato production.