BPEA EQT completes Vistra, Tricor merger
BPEA EQT has completed the merger of Asia-headquartered corporate services providers Vistra Group and Tricor Group through a transaction that values the combined business at USD 6.5bn.
The deal was initiated by the private equity firm’s eighth flagship Asia buyout fund, which closed last September on USD 11.2bn. The fund launched in the first quarter of 2021, quickly reached a first close, and Tricor was acquired several months later. BPEA EQT paid Permira USD 2.76bn for the asset – 23x earnings – and secured USD 1bn in debt to support the transaction.
Vistra was purchased in 2015 for USD 1.1bn and completed several bolt-on acquisitions. At the time, it was BPEA EQT’s largest-ever deal, and the equity commitment spanned two funds – the firm’s fifth and sixth, according to a source familiar with the situation. Merging Vistra and Tricor effectively meant that Fund VIII took out the positions held by the earlier funds.
Debtwire, AVCJ’s sister title, reported in March that Tricor had priced a USD 1.66bn-equivalent term loan B, with the proceeds to be used to support the merger, including prepaying Vistra’s existing first lien term loan Bs. The financing package comprised tranches of USD 600m, EUR 816m (USD 899m) and approximately HKD 1.36bn (USD 175m).
The combined entity – to be led by Simon Webster, currently CEO of Vistra – is described as a global leader in the fund and corporate services industry, with more than 9,000 professionals spread across 50-plus jurisdictions. Vistra’s client base includes 20% of the Fortune Global 500 and most of the world’s largest private equity firms. Tricor serves more than 40% of the Fortune Global 500.
There is overlap between the two businesses, but they have different strengths: Vistra primarily assists in the formation and administration of companies, trusts, and funds; Tricor was always positioned as a broader corporate expansion specialist, with competencies ranging from company incorporation to accounting, human resources, and payroll, as well as investor services and share registry management.
“With the merger of Vistra and Tricor, we are excited to execute a compelling value creation strategy centred on further enhancing the commercial function, continuing to invest in the business’ leading technology platforms and offer incremental M&A as appropriate,” said Nicholas Macksey, a partner at BPEA EQT, in a statement.
“The combined platform can provide its global clients an even stronger value proposition through a unified service provider.”
This is not BPEA EQT’s first cross-fund deal. In 2017, the USD 4.3bn privatisation of US-listed Nord Anglia Education saw the firm use equity from Fund VI to take out a majority position held by Funds III and IV. However, Fund VI was not the only participant. Canada Pension Plan Investment Board (CPPIB) came into the deal as a significant co-investor.
BPEA EQT, Vistra, and Tricor were advised by Goldman Sachs, Lazard, Barclays, HSBC, Latham & Watkins, Ropes & Gray, Milbank, PwC, EY, and Oliver Wyman.
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