We still have a whole month to go till the closing of the fiscal year, but as today is Black Friday, and everybody is already doing their Christmas shopping, we decided instead to start preparing our yearly summary  on M&A activities.

For the time being, the most technically complex operation we have done this yearhas been the purchase of the winery Propiedad de Arínzano last summer. Our client SPI Group bought this winery from the historical company Chivite, from Navarre, in the frame of a restructuration started by the “Fondo Fénix”, the “bad firm bank”, created by the banks Santander, BBVA, Caixabank, Bankia, Popular and Sabadell, which was also used to restructure the winery Condesa.

BBVA has been the leadbank in the operation made by Grupo Chivite, and has been assessed by the attorneys of Gómez Acebo & Pombo together with the financial assessors of Ernst & Young. Grupo Chivite has been assessed by the attorneys of Uría Menéndez and the financial assessors of Eurohold. SPI-Group was assessed by the attorneys of HOLTROP S.L.P. Transaction & Business Law and the financial assessors of PWC.

SPI-Group, with headquarters in Luxembourg, is a company with a strong international presence andorigins in the vodka sector, owner of the brands Stolichnaya, Elit and Moskovskaya. SPI-Group already owned the renowned wineries Achaval Ferrer from Argentina, and the Italian wineries Tenuta dell’Ornellaia, Castelgiocondo y Luce della Vita, the later by means of a joint venture with Marchesi de Frescobaldi and the Californian Michael Mondavi. SPI-Group has created High End Wines Holding B.V. in order to direct its current and future growing in the wine sector. Manuel Louzada, coming from Numanthia, has been designated General Director of Propiedad de Arínzano.

The cause of the bigger complexity of this operation has been to align the interests of the sellers, as well as the banks and the purchasers. In some press publications emphasis was put on the requirements imposed by the international regulation against money laundering, with 6 involved banks, each one with its approval committees, which dit not make it easier to speed up the operation. The problem here is not the material compliance of these requirements, which no one with a reasonable judgement would doubt about, but knowing in advance both the procedure as well as the formal requirements of each entity separately. This is a topic which makes people nervous, as it is apparently difficult to create clear, predictable, rational and transparent rules and procedures.

An additional complication has been the difficulty by the purchaser in accepting modifications in the purchase agreement which were proposed subsequently to the firm of the contract, but before its closing. For our client, being used to Anglo-Saxon transactional culture, this has been a cultural matter of  very difficult acceptance. If it wouldn’t have been a winery of great interest because of its strategic relevance for our client, he wouldn’t have accepted it.

The success of the closing of the operation is certainly to a considerable extent thanks  to the leadership of the “lead bank” BBVA in guiding the other entities in the structuration of the operation as it was finally done. In general terms, the negotiation with the attorneys of the bank and the seller has been fruitful, and despite the final changes, the key has been the interest in easing the closing of the operation.

In this list you can read more press mentions on this operation:

THE DRINKS BUSINESS: SPI GROUP ACQUIRES SPANISH WINE ESTATE 

EXPANSIÓN: Los bancos crean el fondo Fénix S.L. para rescatar empresas

PROENSA: El grupo SPI remata la compra de Arínzano 

CINCO DÍAS: El proyecto Fénix salva a GAM, Condesa, Chivite y en puertas queda Ros Casares

EL DIARIO DE NAVARRA: El grupo ruso SPI se queda con Señorío de Arínzano (Chivite) por unos 15 millones de euros This article confuses the origin country of the SPI Group founder with the company headquarters, which are in Luxembourg.

INVERSIÓN & FINANZAS.COM: La banca renuncia a rescatar en bloque empresas sobreendeudadas