CVC Capital Partners completed the sale of its whole 13.8% stake in Spanish energy group Naturgy on Tuesday, executing the transaction through Goldman Sachs.
The private equity firm ran a private placement on behalf of its investment vehicle, Rioja Acquisition, offering 107.5 million Naturgy shares - equivalent to 11.08% of the company - in an accelerated bookbuilding operation. The per-share price in that bookbuilding process was fixed at €28.55, representing a 4.64% discount, and which the bookrunner said implied proceeds of €3.068 billion for that tranche.
In addition to the placement, CVC agreed to settle certain pre-existing derivative transactions with Goldman Sachs that transferred 26.4 million shares, roughly 2.72% of Naturgy, as part of the overall exit.
Goldman Sachs acted as sole bookrunner for the private placement and said the offering was targeted at institutional investors. According to the bank, the books were times oversubscribed.
CVC first became a shareholder in Naturgy in 2018. The move follows BlackRock's earlier divestment; in March the asset manager sold its remaining 11.4% stake in Naturgy for €2.79 billion.
Transaction mechanics and pricing
The accelerated bookbuilding covered 107.5 million shares and was conducted at a per-share price of €28.55. That per-share figure was reported as a 4.64% discount and was used by the bookrunner to calculate implied proceeds of €3.068 billion for the placement component. Separately, settlement of the derivative contracts with Goldman Sachs accounted for a further 26.4 million shares.
Distribution and demand
Goldman Sachs, as sole bookrunner, indicated the placement was directed at institutional buyers and that demand exceeded available supply, with the books described as times oversubscribed.
Shareholder context
CVC had held its position in Naturgy since 2018. The disposal completes CVC's exit from the company and comes after BlackRock's sale of its remaining 11.4% position earlier in the year.
This report focuses on the transaction details and market mechanics supplied by the parties involved. Where numbers were reported by the bookrunner or market participants, they are presented as provided.