FSN Capital V: SafeRoad & ViaCon created as independent companies
The SafeRoad Group’s two business divisions SafeRoad and ViaCon have been separated into two independent companies. The operational and financial separation which was initiated in 2019 will now be completed by way of a refinancing of the existing group-wide financing into separate financing arrangements for each of SafeRoad and ViaCon
FSN Capital V** (and co-investors investing through FSN Capital Bridge Co-Investment LP) acquired the Saferoad Group in Q3 2018 in a take-private transaction from Oslo Stock Exchange, and a year later the Group was split into two operating companies: the Road Safety division (in the following, “SafeRoad”) and ViaCon. Both companies have since then operated with separate Board of Directors, management teams and strategies, but have until now remained part of the same financing package at the SafeRoad Group level.
Since the 2019 operational separation, SafeRoad has continued its reorganization from 50+ legal entities to four (4) core Business Areas, each with its own leadership and strategy. This reorganization and implementation of the FSN Execution Framework has driven improvements in operational excellence and strategic and value accretive add-on acquisitions. In addition, the company has built an in-house hot dip galvanization plant, replacing a dozen outside third-party suppliers and driving down COGS. As a result of these strategic initiatives, SafeRoad has increased EBITDA from NOK 396 million for LTM FY 2019 to NOK 573 million* as of LTM September 2021.
ViaCon has since its operational separation strengthened its management team and reorganized from 30+ legal entities into three (3) core Business Areas, each with its own leadership and strategy. A key focus for ViaCon has been to shift its focus from lower margin traded products to higher margin engineered products. In 2019, ViaCon won the Guinness World Record for its engineering prowess as the designer and producer of the largest buried metal bridge span in the world. ViaCon has also completed several strategic and value accretive acquisitions, thereby strengthening its position in Western Europe, a key and growing market. The implementation of these strategic priorities has increased ViaCon EBITDA from NOK 116 million for FY 2019 to NOK 243 million* as of LTM September 2021.
The new financing arrangement finalizes the legal and financial separation process with each of SafeRoad and ViaCon now with independent financing arrangements. SafeRoad’s refinancing is provided by funds advised by Blackstone Credit, and ViaCon has raised a (significantly oversubscribed) EUR 100 million bond financing, to be traded on NASDAQ Stockholm from H1 2022. In addition, each of SafeRoad and ViaCon have secured separate revolving credit facilities for general corporate and working capital related funding needs from DNB Bank ASA.
Ulrik Smith, Partner at FSN Capital Partners (investment advisor to FSN Capital V), commented: “Management has with our support, executed on this reorganization, and subsequent implementation of significant operational improvements, including the investment in a galvanization plant, reducing COGS and net working capital. These efforts have, in combination with accretive add-ons, enabled the organization to realize more of its potential, which is evidenced by the improved financial performance in both SafeRoad and ViaCon we now experience“.
Niclas Thiel, Principal at FSN Capital Partners (investment advisor to FSN Capital V), added: “The trust that Blackstone Credit, DNB Bank and leading bond investors have shown to FSN Capital, SafeRoad and ViaCon through their respective financing commitments, is a great testament to the strong platforms of SafeRoad and ViaCon as independent companies”.
Carnegie Investment Bank, DNB Markets, Simpson Thacher & Bartlett LLP, Wikborg Rein Advokatfirma AS, White & Case Advokat AB and PwC advised SafeRoad, ViaCon and their respective shareholders on the transactions.
* Represents preliminary figures
** FSN Capital GP V Limited acting for itself and in its capacity as general partner for and on behalf of each of FSN Capital V LP, FSN Capital V (B) LP and FSN Capital V Invest LP
For more information please contact the following persons at FSN Capital Partners (investment advisor to the FSN Capital Funds):
Ulrik Smith, Partner
Niclas Thiel, Principal
Michael Gentili, Head of Financing
Morten Welo, Partner & COO/IR