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TD Bank, NBC Support Parkland Chevron Canada Downstream Buy

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Parkland Fuel entered into an agreement with Chevron Canada to acquire all of the shares of Chevron Canada R&M, which operates its Canadian integrated downstream fuel business.

Subject to satisfaction of customary closing conditions, Parkland will pay approximately C$1.460 billion ($1.1 billion), plus an estimated $186 million in working capital for the acquired business.

The acquisition and related fees and expenses will be financed with a fully underwritten financing package including:

  • Approximately $660 million from a bought deal private placement of common shares in Parkland
  • $268 million drawn on revolving credit facility and $500 million from a bridge facility, both of which have been fully underwritten by TD Bank and National Bank of Canada as co-lead arrangers and joint bookrunners
  • $40 million of non-debt sources, the majority of which is expected to be cash flows from operations

Parkland expects to replace the bridge facility with alternative longer term debt prior to the closing of the acquisition. Furthermore, Parkland intends to enter into a working capital financing agreement with Merrill Lynch Commodities to finance the hydrocarbon inventory and receivables, which are estimated to be $258 million at the close of the acquisition.

“This accretive acquisition further strengthens our supply-focused business model and adds significant scale with the premier Chevron retail brand and network in British Columbia,” said Bob Espey, president and CEO of Parkland. “Parkland is acquiring a highly integrated business which adds significant supply infrastructure and logistics capability to support Parkland’s existing operations. The refinery in Burnaby is an important asset to Metro Vancouver and British Columbia and we will continue to operate it with the capable and experienced professionals who manage the refinery today. We look forward to welcoming the Chevron team to our company, and to deepening our relationships in British Columbia.”

BofA Merrill Lynch, TD Securities and National Bank Financial are serving as financial advisors to Parkland. McCarthy Tétrault is serving as Parkland’s legal advisor for the acquisition, and Bennett Jones is serving as Parkland’s legal advisor in respect of the offering and competition matters relating to the acquisition.

Calgary-based Parkland Fuel is one of North America’s largest marketers of fuel and petroleum products.


BofA Merrill Lynch, Others Support Element Materials Exova Buy

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UK-based Element Materials agreed to a cash acquisition of Exova Group. HSBC, Bank of America Merrill Lynch, ING and Barclays have arranged and fully underwritten the $1.5 billion equivalent financing.

The financing comprises a $1.285 billion-equivalent first-lien loan and a $230 million eight-year second-lien loan. There is also $50 million of follow-on-funding in the form of unsecured notes.

“We are very excited about the potential of combining these two great businesses to better serve our customers and support their growth. This transaction will create a truly global product and materials testing business, increasing Element’s operational reach across key markets in U.S., Europe and Asia. The combined UK headquartered group will benefit from deep pools of technical talent, very significant testing capacity and a strong network of facilities to support our customers’ global supply chains,” said Charles Noall, CEO of Element, of the acquisition.

The first lien-loan comprises a $720 million seven-year term loan B, £160 million ($204 million) seven-year term loan B, €204.2 million ($264 million) seven-year term loan B, $100 million ($129 million) six-year revolving credit facility and a $50 million seven-year capital expenditure facility.

The dollar and euro term loans are guided to pay 350bp over LIBOB/Euribor if leverage is greater than 4.5 times; stepping down to 325bp over LIBOR/Euribor for leverage between 4.5 times-4.0 times and 300bp over LIBOR/Euribor when leverage falls below 4.0 times.

The sterling is offered at 450bp over LIBOR if leverage is greater than 4.5 times, stepping down to 425bp between 4.5 times-4.0 times and 400bp over LIBOR, if leverage is less than 4 times.

The revolving credit pays 325bp over base rate and the capex 350bp over base rate. Both step down by 25bp based on the same leveraged gradient as the first-lien. The second-lien is set to pay 750bp over LIBOR. The unsecured notes pay 12%.

Element is a global materials and product qualification testing provider with a strong focus on the aerospace, oil and gas and automotive end markets. Element is majority owned by BEV, the latest fund of Bridgepoint and was acquired by BEV in March 2016.

Edinburg-based Exova Group is a laboratory-based testing company.

BofA Merrill Lynch Supports Coach Acquisition of Kate Spade

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Luxury accessories design house Coach signed an agreement to acquire Kate Spade in a transaction valued at $2.4 billion. Bank of America Merrill Lynch will provide a bridge loan to support the transaction, which is expected to be funded by a combination of senior notes, bank term loans and approximately $1.2 billion of excess Coach cash.

The transaction represents a 27.5% premium to the unaffected closing price of Kate Spade’s shares as of December 27, 2016, the last trading day prior to media speculation of a transaction.

Victor Luis, CEO of Coach, said, “Kate Spade has a truly unique and differentiated brand positioning with a broad lifestyle assortment and strong awareness among consumers, especially millennials. Through this acquisition, we will create the first New York-based house of modern luxury lifestyle brands, defined by authentic, distinctive products and fashion innovation. In addition, we believe Coach’s extensive experience in opening and operating specialty retail stores globally, and brand building in international markets, can unlock Kate Spade’s largely untapped global growth potential. We are confident that this combination will strengthen our overall platform and provide an additional vehicle for driving long-term, sustainable growth.”

The combination of Coach and Kate Spade will create a luxury lifestyle company with a more diverse multi-brand portfolio supported by significant expertise in handbag design, merchandising, supply chain and retail operations as well as solid financial acumen. Coach’s history and heritage, multi-channel, international distribution model, and seasoned leadership team uniquely position it to drive long-term sustainable growth for Kate Spade. Coach is focused on preserving Kate Spade’s brand independence as well as retaining key talent, ensuring a smooth transition to Coach.

Coach has secured committed bridge financing from BofA Merrill Lynch. The $2.4 billion purchase price is expected to be funded by a combination of senior notes, bank term loans and approximately $1.2 billion of excess Coach cash, a portion of which will be used to repay an expected $800 million six-month term loan. The transaction is expected to close in Q3/17, subject to customary closing conditions, including the tender of a majority of the outstanding Kate Spade shares pursuant to the offer and receipt of required regulatory approvals.

Coach’s financial advisor is Evercore Group, and its legal advisor is Fried, Frank, Harris, Shriver & Jacobson. Kate Spade’s financial advisor is Perella Weinberg Partners, and its legal advisor is Paul, Weiss, Rifkind, Wharton & Garrison.

Bank of America Merrill Lynch Provides $21MM Nortech Facility

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Nortech Systems, a provider of full-service electronics manufacturing services based in Minnesota, closed a new credit facility of up to $21 million with Bank of America Merrill Lynch with an additional $20 million accordion feature.

“This important agreement is an endorsement of the corporate strategies we outlined at last month’s annual shareholder meeting,” said Rich Wasielewski, Nortech Systems’ president and CEO. “As we have expanded globally to serve larger multinational customers, we are pleased to be working with a world leader like Bank of America Merrill Lynch. They are well-qualified to serve our financial needs through their U.S. and international treasury services.”

Additional features of the new line of credit include lower costs and the ability to utilize the accordion feature to expand the credit facility, subject to further conditions, to fund research and development activities and potential strategic acquisitions.

“We’re committed to helping our customers succeed by providing competitive solutions through our highly skilled personnel and specialized engineering resources,” Wasielewski said. “We look forward to the guidance and support Bank of America Merrill Lynch will provide to help us grow Nortech for the benefit of our shareholders, employees and customers.”

Wells Fargo, Others Lead $2.35B JCPenney Refi

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JCPenney completed the refinancing of its $2.35 billion senior secured asset-based revolving credit facility.

The arrangement of the credit facility was co-led by Wells Fargo, Bank of America Merrill Lynch, JPMorgan, Barclays and Goldman Sachs.

The amended and restated facility provides improved pricing terms and extends the maturity from 2019 to 2022. The revolving line of credit will remain available for seasonal working capital needs and general corporate purposes.

“As part of our ongoing pursuit to further strengthen the Company’s financial position, we’re pleased to close on the refinancing of our revolving credit facility, providing us enhanced terms and continued fiscal flexibility,” said Marvin R. Ellison, chairman and CEO of JCPenney. “We thank our banking partners for their ongoing support and confidence.”

BofA, Others Support Centerbridge’s Syncsort, Vision Solutions Buy

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Centerbridge Partners, a private investment firm, signed a definitive agreement to acquire enterprise software providers Syncsort and Vision Solutions, from Clearlake Capital Group.

Upon completion of the $1.26 billion transaction, Syncsort and Vision will be combined, creating a “Big Iron to Big Data” platform investment controlled by Centerbridge.

Evercore and Jefferies served as financial advisors to Syncsort and Vision Solutions. Bank of America Merrill Lynch and Credit Suisse served as financial advisors to Centerbridge. Financing for the transaction was provided by Bank of America Merrill Lynch, Credit Suisse and Antares Capital.

Clearlake, which acquired Syncsort in 2015 and Vision in 2016, is retaining a minority ownership stake.

“We see a great opportunity to bring together Syncsort and Vision to create a global Big Iron to Big Data platform that addresses critical business requirements for leading enterprises across all major industries,” said Jared Hendricks, a senior managing director at Centerbridge. “Josh and the Syncsort management team have done an outstanding job of focusing on high-value use cases and strategic partnerships to drive organic growth, while executing an aggressive acquisition strategy.”

Centerbridge Partners is a private investment management firm with $29 billion in assets under management, and offices in New York and London.

Bank of America Agents $250MM Helix Energy Facility

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Helix Energy Solutions Group entered into an amended and restated credit agreement with a syndicated bank lending group in the amount of $250 million, consisting of a $150 million revolving credit facility and a $100 million term loan.

Bank of America Merrill Lynch and Wells Fargo Securities acted as joint lead arrangers and joint bookrunning managers of the new facilities. Bank of America will continue to serve as administrative agent.

The proceeds from the term loan as well as cash on hand were used to repay the approximately $180 million outstanding term loan prior to its amendment and restatement.

The key features of the amended and restated credit facility include:

  • Three-year term
  • $100 million term loan with amortization payments of 5% in year one, 10% in year two and 15% in year three with a balloon payment at maturity
  • $150 million revolving credit facility
  • Initial pricing at the base rate plus 325 basis points or LIBOR plus 425 basis points, with an undrawn fee of 50 basis points
  • $100 million accordion feature

Erik Staffeldt, senior vice president and CFO of Helix, commented: “Extending the maturity of our term loan from 2018 to 2020 provides the company with greater financial flexibility for the completion of our capital expansion program in 2018. In addition, as part of this transaction we reduced our gross debt by approximately $80 million to $544 million.”

Helix Energy Solutions Group, headquartered in Houston, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations.

JPM, BofA Merrill Lynch Support ABM Industries Buy

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ABM Industries, a provider of facility solutions, entered into a definitive agreement to acquire GCA Services Group from affiliates of Thomas H. Lee Partners and Goldman Sachs Merchant Banking Division for approximately $1.25 billion in cash and stock.

Under the terms of the agreement, ABM will acquire GCA for $851 million in cash and $399 million in shares of ABM common stock.

Scott Salmirs, president and CEO of ABM Industries, commented, “This transformative and accretive acquisition will accelerate our 2020 Vision by creating a broader platform upon which we can grow profitably and further distinguish ABM as an industry-focused solutions provider,”

ABM plans to fund the cash portion of the purchase price and transaction expenses via its amended revolving credit facility, in addition to a five-year amortizing term loan. JPMorgan Chase Bank and Bank of America Merrill Lynch have committed to provide the financing for the transaction.

J.P. Morgan Securities is serving as exclusive financial advisor to ABM. Jones Day and Davis, Polk and Wardwell are serving as its legal advisors. Goldman Sachs and Kirkland & Ellis are serving as GCA’s financial and legal advisors, respectively.

GCA is a provider of facility services in the education and commercial industries, specializing in facilities maintenance, janitorial services, grounds management, vehicle services and outsourced workforce solutions.


Credit Suisse Leads $2.2B Financing of KKR Nature’s Bounty Buy

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Reuters reported  KKR has lined up a syndicate of lenders led by Credit Suisse that includes Bank of America Merrill Lynch, Morgan Stanley, RBC Capital Markets, HSBC and Mizuhoto to support its leveraged buyout of vitamin company Nature’s Bounty.

Reuters said that KKR, a private equity firm, aims to take a majority stake in the vitamin and nutritional supplement producer away from The Carlyle Group.

Reuters: Morgan Stanley, Others Support AMGH Acquisition of AMR

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Reuters reported that Air Medical Group, a U.S. medical helicopter operator and KKR portfolio company, plans to take on $2.185 billion of additional debt to complete its purchase of American Medical Response from Envision Healthcare.

Reuters noted, according to a related 8-K filling, that the secured debt commitments are being provided by Morgan Stanley, Goldman Sachs, Jefferies, Bank of America Merrill Lynch, Credit Suisse, Citigroup and Nomura.

Reuters: ECi $570MM Buyout Package Prepares for Syndication

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Reuters reported that Bank of America Merrill Lynch and RBC Capital Markets are preparing a $570 million financing package to support the buyout of U.S. software company ECi, and its merger with Netherlands-based Exact Software.

According to Reuters, the syndication for financing will begin after Labor Day and will include a $50 million revolver and a $380 million term loan B led by Bank of America Merrill Lynch, and a $140 milion second-lien term loan led by RBC.

TD Bank, NBC Support Parkland Chevron Canada Downstream Buy

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Parkland Fuel entered into an agreement with Chevron Canada to acquire all of the shares of Chevron Canada R&M, which operates its Canadian integrated downstream fuel business.

Subject to satisfaction of customary closing conditions, Parkland will pay approximately C$1.460 billion ($1.1 billion), plus an estimated $186 million in working capital for the acquired business.

The acquisition and related fees and expenses will be financed with a fully underwritten financing package including:

  • Approximately $660 million from a bought deal private placement of common shares in Parkland
  • $268 million drawn on revolving credit facility and $500 million from a bridge facility, both of which have been fully underwritten by TD Bank and National Bank of Canada as co-lead arrangers and joint bookrunners
  • $40 million of non-debt sources, the majority of which is expected to be cash flows from operations

Parkland expects to replace the bridge facility with alternative longer term debt prior to the closing of the acquisition. Furthermore, Parkland intends to enter into a working capital financing agreement with Merrill Lynch Commodities to finance the hydrocarbon inventory and receivables, which are estimated to be $258 million at the close of the acquisition.

“This accretive acquisition further strengthens our supply-focused business model and adds significant scale with the premier Chevron retail brand and network in British Columbia,” said Bob Espey, president and CEO of Parkland. “Parkland is acquiring a highly integrated business which adds significant supply infrastructure and logistics capability to support Parkland’s existing operations. The refinery in Burnaby is an important asset to Metro Vancouver and British Columbia and we will continue to operate it with the capable and experienced professionals who manage the refinery today. We look forward to welcoming the Chevron team to our company, and to deepening our relationships in British Columbia.”

BofA Merrill Lynch, TD Securities and National Bank Financial are serving as financial advisors to Parkland. McCarthy Tétrault is serving as Parkland’s legal advisor for the acquisition, and Bennett Jones is serving as Parkland’s legal advisor in respect of the offering and competition matters relating to the acquisition.

Calgary-based Parkland Fuel is one of North America’s largest marketers of fuel and petroleum products.

Reuters: ECi $570MM Buyout Package Prepares for Syndication

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Reuters reported that Bank of America Merrill Lynch and RBC Capital Markets are preparing a $570 million financing package to support the buyout of U.S. software company ECi, and its merger with Netherlands-based Exact Software.

According to Reuters, the syndication for financing will begin after Labor Day and will include a $50 million revolver and a $380 million term loan B led by Bank of America Merrill Lynch, and a $140 milion second-lien term loan led by RBC.

Goldman Sachs, BofA Support Gymboree Emergence from Chapter 11

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Gymboree successfully emerged from Chapter 11 as a new corporation under the name Gymboree Group. With the support of its creditors and stakeholders, Gymboree Group has substantially improved its financial position and established a sustainable capital structure by eliminating more than $900 million of debt from its balance sheet and right-sizing its store footprint.

The company has received an $85 million new term loan from Goldman Sachs and access to a $200 million revolving credit facility from Bank of America Merrill Lynch and Citizens. Gymboree Group’s pre-petition term loan lenders – including Searchlight, Apollo Global Management, Oppenheimer Funds, Brigade Capital Management, Marblegate, Nomura Securities International and Tricadia Capital Management – are the company’s new owners.

“Today marks a new beginning for Gymboree Group as we emerge as a stronger and more agile competitor in the children’s apparel market,” said Daniel Griesemer, president and CEO of Gymboree Group. “With the support of our new equity owners, this process has allowed us to secure the company’s long-term financial health, and we are excited about the opportunities ahead as we turn our full focus toward executing our strategic product, brand and omni-channel initiatives.”

Kirkland & Ellis is serving as the company’s legal counsel, AlixPartners LLP is serving as its financial advisor and Lazard is serving as its investment banker.

Gymboree Group operates Gymboree, Gymboree Outlet, Janie and Jack and Crazy 8 retail stores in the U.S., Canada and Puerto Rico as well as online stores.

BofA, JPMorgan Lead $1.77B Refi for Belron


BofA, HSBC Lead Oxea $1B Plus Refi

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Oxea, a global manufacturer of oxo chemicals, closed a €900 million ($1.06 billion) equivalent first lien term loan. The company also entered into a new and significantly upsized €137.5 million ($162 million) six-year revolving credit facility.

Oxea will use the proceeds from the term loan to refinance its exiting first lien term loan ahead of its 2020 maturity.

The new term loan extends Oxea’s debt maturity profile and reduces the overall cost of debt. Furthermore, the company’s liquidity is improved through the upsizing of the revolving credit facility. The term loan comprises a €475 million ($561 million) euro-denominated tranche and a $500 million dollar-denominated tranche, both due 2024. Oxea will use the proceeds from the term loan to refinance its existing first lien term loan ahead of its 2020 maturity.

“The successful refinancing reflects the success of our forward-thinking risk management and the support from our board. With sustained momentum in performance and continued support from our shareholder Oman Oil Company, we now have a clear runway and great flexibility to implement our strategy underpinned by innovation, growth and optimization. Oxea will continue to generate strong cash flows and is well positioned for the next phase of its growth,” said Dr. Salim Al Huthaili, CEO of Oxea.

Perella Weinberg Partners served as advisor to Oxea for the transaction. Bank of America Merrill Lynch was lead-left on the dollar-denominated tranche, and HSBC was lead-left on the euro-denominated tranche. Both were lead bookrunners in the process, with J.P. Morgan and UniCredit as joint bookrunners and LBBW acting as lead arranger.

PNC, BofA Amend Universal Stainless Credit Agreement

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Universal Stainless & Alloy Products, obtained a favorable amendment to its current credit agreement which immediately lowers the company’s interest rates on its senior bank borrowing by 75 basis points and further improves its liquidity and flexibility.

There have been no changes to the financial covenants, and the company remains in compliance with all covenants.

Chairman, President and CEO Dennis Oates said, “We appreciate the further support provided to us by both PNC Bank and Bank of America Merrill Lynch in amending our ABL credit facility to reduce our go-forward interest rate, which will save Universal approximately $430,000 per annum at current borrowing levels.”

Bridgeville, PA-based Universal Stainless & Alloy Products manufactures and markets semi-finished and finished specialty steels, including stainless steel, nickel alloys, tool steel and certain other alloyed steels.

JPMorgan Upsizes Tailored Brands ABL Facility to $550MM

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Tailored Brands amended its asset-based revolving credit facility, expanding availability to $550 million from $500 million and extending its maturity to October 2022 from June 2019.

Tailored Brands is a men’s clothing retailer. Its brands include Men’s Wearhouse, Jos. A. Bank, Joseph Abboud, Moores Clothing for Men and K&G.

Tailored Brands Chief Financial Officer Jack Calandra said, “Our amended credit agreement provides Tailored Brands an additional $50 million of financial flexibility at a lower cost and better maturity profile.”

The ABL includes a $100 million expansion feature and has an improved fee structure. The ABL matures October 2022, subject to a springing maturity provision relative to the company’s other outstanding debt.

JPMorgan Chase Bank was the lead arranger and administrative agent, with Bank of America Merrill Lynch and Wells Fargo Capital Finance as joint lead arrangers and joint book runners for the syndicated credit facility.

JPMorgan Agents $600MM Facility to Support Owens Corning Buy

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JPMorgan Chase served as administrative agent for a $600 million term loan facility for Owens Corning to facilitate its acquisition of Paroc Group, a European mineral wool manufacturer. The deal, estimated at a value of €900 million ($1.04 billion), is expected to close in early 2018. CVC Capital Partners will be overseeing the transaction.

The acquisition of Paroc will expand Owens Corning’s mineral wool technology and grow its presence in the European insulation market, as Paroc employs more than 1,800 people in 13 countries.

Owens Corning Chairman and CEO Mike Thaman said, “The acquisition of Paroc delivers on Owens Corning’s strategy to provide our customers with a portfolio of insulation products that cover the full temperature spectrum in the three largest insulation markets – Europe, North America and China.”

“I am very excited about our new opportunities with Owens Corning,” said Kari Lehtinen, CEO of Paroc. “We have built a company with a leading market position, offering attractive value propositions to our customers and employees. Owens Corning will help us to expand further in the growing Central and Western European markets, using our solid base as a platform for growth.”

J.P. Morgan Securities will represent Owens Corning as financial advisors, and Jones Day will act as the company’s lead legal advisor.

Bank of America Merrill Lynch and Danske Bank will represent CVC Capital Partners as financial advisors, with Freshfields Bruckhaus Deringer and Avance Attorneys acting as its legal advisors.

Toledo, OH-based Owens Corning develops, manufactures and markets insulation, roofing and fiberglass composites.

Citi, Mizuho Bank Lead Sasol Upsize to $3.9B

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Sasol, a South African chemicals and energy company, increased its existing revolving credit facility from $1.5 billion to $3.9 billion. It also extended the maturity to five years with the inclusion of two further extension options of one year each.

Sasol launched this transaction with a targeted facility size of $3 billion, which was subsequently increased to $3.9 billion given the notable oversubscription.

Citi and Mizuho Bank acted as joint global coordinators for the transaction, which launched in early November 2017 to a targeted group of banks. Both lenders each pre-committed to the transaction and invited banks to commit at one of three ticket levels with the following titles: bookrunner and mandated lead arranger (BMLA), mandated lead arranger (MLA) and lead arranger. Sasol also accommodated a limited number of smaller tickets with the arranger title.

Syndication closed with 17 banks committing, allowing Sasol to offer scale back to the joint global coordinators, BMLAs and the MLAs.

Eight banks served as BMLAs: ABN AMRO Bank N.V., Bank of America Merrill Lynch; BNP Paribas, South Africa Branch; Intesa Sanpaolo Bank Luxembourg; J.P. Morgan Securities; Bank of Tokyo-Mitsubishi; Sumitomo Mitsui Banking Corporation Europe and UniCredit Bank Austria.

Barclays Bank, Deutsche Bank and HSBC joined as MLAs, Export Development Canada and Standard Chartered Bank joined as lead arrangers and Wells Fargo Bank, London Branch and Société Générale joined as arrangers.

EY acted as independent financial advisor for Sasol.

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