TTR DealMaker Q&A with Pérez Alati Grondona Benites & Arntsen Partner Eugenio Aramburu

Deal Summary:

On 2 November, PeCom Servicios Energía, a subsidiary of Argentine conglomerate Pérez Companc Family Group, closed the acquisition of pump and petrochemicals manufacturer Bolland y Cia. for ARS 1.5bn (USD 126.3m). The transaction was selected by TTR as Deal of the Quarter in Argentina for 4Q18. The deal follows the USD 98m acquisition of PeCom Servicios Energía in 2015 by the family-owned holding, marking the group’s reentry into the oil and gas business and the subsequent acquisition of Tel3 closed in August. The group had previously exited its energy holdings with the USD 1.1bn sale of Petrolera Pérez Companc to Petrobras in 2002.

TTR talked to Pérez Alati Grondona Benites & Arntsen Partner Eugenio Aramburu about the deal.

TTR: How did you land this mandate?

EA: We’ve been working with the Pérez Companc Family Group for a little more than a year-and-a-half. They knew of us through a few other deals, including the sale of the family oil business to Petrobras in 2002, when we represented the buyer. We also represented BRF when it bought a number of brands from the family’s food business, Molinos Río de la Plata, in 2015. They had a chance to interact with us at the time and selected us because we were one of the bigger firms in Argentina providing comprehensive legal services and they liked how we worked.

TTR: How did this deal come about?

EA: Pecom approached Bolland. Some shareholders wanted to sell, some did not. Some were older and some had taken equity in a recent management buy-out.

TTR: Why was Pecom interested in expanding its holdings in Argentina’s oil and gas industry?

EA: The Pérez Companc Family Group is confident that the oil and gas industry is going to expand and they wanted to expand into services they did not already offer to become a full-service provider to the industry. Through this deal they can now offer integrated solutions to all the operators throughout the oil and gas industry.

TTR: Why was it a good time to invest full heartedly in this industry?

EA: Notwithstanding the international price of oil, there is an absolute necessity from the standpoint of the Argentine government to develop the Vaca Muerta reserves as it is one of the biggest reserves of shale gas in the world. While development of these assets may be slower because of international energy prices, Argentina is going to provide incentives to develop this industry regardless. Argentina is currently importing gas, from Venezuela and elsewhere, which will become unnecessary once these reserves enter production. All these reasons motivated Pecom to have a bigger presence in the gas industry.

TTR: How did recent political and economic reforms in Argentina set the stage for this deal?

EA: During the Kirchner administration you would never have seen a transaction like this. The government had intervened in oil and gas prices and investments in the industry were basically zero. These investments that require a long term for amortization need a stable environment. When Macri came to power, the situation changed drastically. The government set out to stimulate investments in the energy market, which is where there have been more transactions. This transaction couldn’t have happened before. This is a bet on the part of the Perez Companc Group demonstrating confidence in the Argentine government and the industry.

TTR: What made this transaction challenging?

EA: Bolland had a lot of individual shareholders and they didn’t all have the same interest in the sale, so it demanded a lot of negotiations aligning all their different interests. Secondly, it was a very significant deal for Pecom because it implied doubling the size of the company. Thirdly, the regional nature of the deal, with Bolland having operating companies not only in Argentina, but in Brazil, Bolivia and Colombia, made it quite complex. The transaction took a lot of time, especially because we had to coordinate due diligence throughout these different countries. Also, the target was run like a family company, so we had to work a lot with the sellers to help them develop a data room. Then, during the negotiations, Argentina devalued the peso, which had a business impact on the target, so that had to be negotiated as well.

TTR: How was the transaction financed and how long did it take to close?

EA: The Perez Companc Group has available funds to finance the deal, so we did not have to negotiate any financing agreement. It took 10 months between execution of the non-binding offer and closing.

TTR: Why was the target considered a good complement to Pecom’s existing operations?

EA: Bolland produced pumps for the oil and gas industry, while Pecom didn’t have a pump business. They also had a chemicals business, and that was also an area in which Pecom was not present. It was a strategic acquisition that transformed Pecom into a full services provider.

TTR: What became of Bolland’s minority partner in the Colombian operating company?

EA: A Colombian businessman had a 30% stake in the Colombian subsidiary. He’s a Colombian investor who saw an opportunity to exit, so he tried to apply pressure for the sale of his stake, and Pecom decided it was easier not to have a minority shareholder in Colombia. At the time of closing we negotiated a term sheet for the acquisition of his stake and that acquisition was negotiated and consummated after closing of the first deal. It was not a substantial amount compared to the larger deal.

TTR: How will Pecom leverage Bolland’s interntional presence?

EA: Increasing its operations across the region is definitely an objective for Pecom now that it has become the biggest local player in Argentina through this transaction. Bolland had operating subsidiaries where Pecom didn’t have any presence at all and can now look at how to increase their market participation in these markets with their full portfolio of products and services.

TTR: How hard will this acquisition be for Pecom to integrate?

EA: Integration will be a big challenge for Pecom. It’s acquiring a target that’s almost as big as itself. Though Pecom is a family-owned company, it was run more like an international company in terms of corporate governance and labor standards. Bolland had almost 800 employees that will need to adjust to new policies and a different compensation scheme. From a real estate perspective, Pecom will have to move its headquarters to a new building that is being constructed now because the entire staff couldn’t all fit at the existing facility. IT systems will need to be integrated too, which is also a challenge.

TTR: What other deals do you see on the horizon for Pecom?

EA: We are now involved in one ongoing transaction where the group is negotiating another important acquisition related to the energy industry. I cannot offer more details on that as a binding agreement has yet to be signed. Suffice it to say that they’re looking to deepen their foothold in Argentina’s oil and gas industry and this is not the last of their investments.

TTR: How was the valuation arrived at and how pleased were the sellers?

EA: The sellers were satisfied with the outcome. Despite the devaluation that happened in the midst of negotiations, the purchase price, which was denominated in dollars, was not modified.

Some of the sellers considered their stake in Bolland as a retirement plan to see dividends forever and many didn’t want to assume liabilities and indemnifications with the sale. The fact that the price was good helped appease the detractors.

TTR: Which practice areas were critical to your firm’s work on the deal?

EA: In the diligence process we had lawyers from all fields, including oil and gas and environmental because Bolland had a chemicals business that produced products used to enhance the productivity of wells. The real estate practice was also important because there were assets located in border areas, which means you have apply for special permissions with Argentina’s Ministry of the Interior owing to security issues. Labor law also come into play because the target had unionized employees and commercial litigation attorneys were also heavily involved.

TTR: What makes this deal stand out among other transactions you’ve worked on?

EA: It’s not that common for an Argentine company to acquire a regional target. The coordination required to perform due diligence in four countries makes it stand out. Also, In Argentina, it’s not that common to see such large transactions, though perhaps the sum is not that material for an international transaction. Thirdly, from a business and psychological aspect, it was a really keystone transaction for our client. The client was really focused and needed to take care of every detail. For all these reasons it was a very important transaction for us and it took a lot of time. It was also really important for the client given that it resulted in the biggest player in Argentina.

TTR: What does this deal say about the level of confidence in Argentina?

EA: This transaction serves as a vote of confidence, especially at a time when the Macri administration was having some difficulties in the face of a recession and nervousness due to inflation, with several investors, especially international investors, delaying their investments. The first ones that take advantage of these opportunities are local players, eager to take a chance. They’re here for the long run. Hopefully international investors will follow.