RBS 1699-0511 Fiat CS5.indd by chenmeixiu


									Case Study
Fiat Industrial motors on after demerger

The Client’s Requirement          Highlights
Fiat Industrial needed
standalone financing to support   • Fiat Industrial secured EUR4.2 billion of finance from eight lead banks
its demerger from Fiat S.p.A        demonstrating its standing as a sector champion. The subsequent
and allow it to operate as a        syndication attracted a wide range of international and domestic banks,
fully independent company           marking a successful debut for this newly established name

The Solution
                                  • Creating two stand-alone companies has given both entities the strategic
RBS part-underwrote and             flexibility to pursue further growth opportunities
structured a EUR4.2 billion       • A wide range of expertise was required to make this deal work, from
finance package consisting          advisory to Loan Syndicate
of a bridging term loan and
a three year revolving credit
facility (RCF)                    Fiat Industrial’s large industrial base, extensive     fact that it supported a demerger and, as such,
                                  product range and global presence qualify it as        the process relied on the contribution of various
                                  a global leader in the capital goods sector. Each      teams, ranging from Equity Capital Markets to
                                  of the Group’s businesses is a major international     Fixed Income Ratings Advisory.
                                  player in its respective industry sector: Iveco,
                                  CNH-Case New Holland and FPT Industrial. These         Ilaria Bertizzolo, Relationship Banker for Fiat, said
                                  three sectors design, produce and sell trucks,         RBS’s ability to call on this expertise was the key
 EUR 4,200,000,000
 Term Loan &                      commercial vehicles, buses, special vehicles           to clinching a lead role.
 Revolving Credit Facilities
 Underwriter, Bookrunner &        (Iveco), tractors, and agricultural and construction
 Mandated Lead Arranger
 December 2010 Italy              equipment (CNH), in addition to engines and            “We put together a big think tank on this, with
                                  transmissions for those vehicles and engines for       advice coming out of divisions who were never
                                  marine applications (FPT Industrial).                  accredited as part of the deal team. Fiat relied
                                                                                         on our loan markets guys to shape the combined
                                  Fiat Industrial came to life in January this year,     EUR4.2 million facility in a way that most effectively
                                  when the industrial activities of former Fiat Group    allowed the capitalisation of the new entity by
                                  demerged from the rest of the group and became         structuring its medium term asset/liability profile”
                                  a separate listed company valued at EUR12.6
                                  billion. The new business needed its own specific      Following the commencement of the bridging
                                  lines of finance and could no longer rely on           loan in January, RBS helped Fiat Industrial to
                                  facilities agreed by Fiat S.p.A.                       successfully raise EUR2.2 billion in the debt
                                                                                         capital markets using a dual tranche placing of
                                  A standalone finance facility for the new              fixed rate notes with maturities of four and seven
                                  company was structured by a group of eight             years. This allowed the bridging facility to be
                                  banks; in particular, RBS was responsible for the      refinanced, after just two months, leaving the
                                  preparation of the information memorandum, and         syndicated EUR2 billion RCF in place.
                                  managed the related flow of information amongst
                                  banks. The facility consisted of a three year          The Fiat Industrial deal has provided further proof of
                                  EUR2 billion RCF and a short-term EUR2.2 billion       RBS’s market-leading position in capital structuring.
                                  bridging loan which was put in place to allow Fiat     It is yet another example of RBS using its expertise
                                  Industrial time to raise money in the debt capital     to support its clients’ immediate objectives while
                                  markets.The RCF was then syndicated to a wider         also helping them plan for future growth.
                                  group of international banks while the bridging
                                  loan was retained by the eight arranging banks.        For more information about how we can
                                                                                         support your business needs, please contact
                                  The transaction was made more complex by the           your relationship manager.

The contents of this document are indicative and are subject to change without notice. This document is intended for your sole use on the basis that before entering into this, and/or any
related transaction, you will ensure that you fully understand the potential risks and return of this, and/or any related transaction and determine it is appropriate for you given your objectives,
experience, financial and operational resources, and other relevant circumstances. You should consult with such advisers as you deem necessary to assist you in making these determinations.
The Royal Bank of Scotland plc, The Royal Bank of Scotland N.V or an affiliated entity (“RBS”) will not act and has not acted as your legal, tax, regulatory, accounting or investment adviser
or owe any fiduciary duties to you in connection with this, and/or any related transaction and no reliance may be placed on RBS for investment advice or recommendations of any sort.
RBS makes no representations or warranties with respect to the information and disclaims all liability for any use you or your advisers make of the contents of this document. However this
shall not restrict, exclude or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed. RBS and its affiliates,
connected companies, employees or clients may have an interest in financial instruments of the type described in this document and/or in related financial instruments. Such interest may
include dealing in, trading, holding, or acting as market-makers in such instruments and may include providing banking, credit and other financial services to any company or issuer of
securities or financial instruments referred to herein.

RBS is authorised and regulated in the UK by the Financial Services Authority, in Hong Kong by the Hong Kong Monetary Authority, in Singapore by the Monetary Authority of Singapore, in
Japan by the Financial Services Agency of Japan, in Australia by the Australian Securities and Investments Commission and the Australian Prudential Regulation Authority ABN 30 101 464
528 (AFS Licence No. 241114) and in the US, by the New York State Banking Department and the Federal Reserve Board. The financial instruments described in this document are made
in compliance with an applicable exemption from the registration requirements of the US Securities Act of 1933. In the United States, securities activities are undertaken by RBS Securities
Inc., which is a FINRA/SIPC member and subsidiary of The Royal Bank of Scotland Group plc.

The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB.

The Royal Bank of Scotland N.V., incorporated in the Netherlands with limited liability. Registered with the Chamber of Commerce in The Netherlands, No. 33002587.

The Royal Bank of Scotland plc is in certain jurisdictions an authorised agent of The Royal Bank of Scotland N.V. and The Royal Bank of Scotland N.V. is in certain jurisdictions an authorised
agent of The Royal Bank of Scotland plc.

1699-0511                                                                                                                                                                                 May 2011

To top