Strong Financial Performance Enables Procaps
Group to Launch Private Placement of Senior Notes to Refinance
Existing Debt with New Institutional Investors Utilizing a Lower
Cost of Capital & Expanded Duration to Accelerate Growth
Strategy
Procaps Group (as defined below), a leading integrated
international healthcare and pharmaceutical company, today
announced that it has launched a private offering of an aggregate
principal amount of U.S. $115 million of senior notes (the “Senior
Notes”) of Procaps, S.A. (“Procaps”), a subsidiary of Procaps
Group, in a private placement transaction led by Prudential Private
Capital, to entities including one or more investment funds or
managed accounts of PGIM Inc. and Cigna Investment Inc. LarrainVial
acted as sole financial advisor of Procaps Group.
Procaps intends to use the net proceeds from the issuance of the
Senior Notes primarily to repay existing debt, as well as for
general corporate purposes. The financing is expected to be
leverage-neutral at closing from a net debt perspective. On August
12, 2021, Procaps Group reported LTM Adjusted EBITDA for the period
ended June 30, 2021 of approximately $97.4 million representing an
LTM Adjusted EBITDA margin of approximately 26% and Net Debt-to-LTM
Adjusted EBITDA ratio of approximately 2.2x for the first half of
2021.
The aggregate principal amount of U.S. $115 million of the
Senior Notes is expected to be issued in a single tranche private
placement, with a final maturity of 10 years and amortization
payments starting on the sixth anniversary of the closing of the
transaction. The outstanding principal amount of the Senior Notes
will bear a fixed interest rate of 4.75%, or 5.50% in the event
that the previously announced proposed business combination between
Procaps Group and Union Acquisition Corp. II (NASDAQ: LATN, LATNU,
LATNW) ("LATN"), a publicly-traded special purpose acquisition
company, (the “Business Combination”) does not close.
The private placement of the Senior Notes is expected to close
on or about October 2021, subject to customary closing conditions.
The closing of the private placement of the Senior Notes is not
conditioned upon the closing of the Business Combination. The
Senior Notes will be senior unsecured obligations of Procaps and
unconditionally guaranteed by Procaps Group, Holdco (as defined
below) and certain subsidiary guarantors.
“This private placement of Senior Notes is expected to give
Procaps Group additional financial flexibility to execute its
growth strategy by refinancing current obligations at a lower
interest and with an increased repayment duration,” said Ruben
Minski, Procaps Group Founder, Chairman and Chief Executive
Officer. “The placement was supported by our strong balance sheet
and the expected closing of our Business Combination with Union
Acquisition Corp. II, providing us with an opportunity to secure
financing at attractive levels.”
The offer and sale of the Senior Notes and the related
guarantees have not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state or other jurisdiction, and may not be
offered or sold in the United States or to, or for the benefit of,
U.S. persons absent registration under, or an applicable exemption
from, the registration requirements of the Securities Act.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Senior Notes or any other
security, and shall not constitute an offer, solicitation or sale
of any securities in any state or jurisdiction in which, or to any
persons to whom, such offering, solicitation or sale would be
unlawful. Any offers of the Senior Notes will be made only by means
of a private offering memorandum.
About the Proposed Business Combination with Union
Acquisition Corp. II
Completion of the Business Combination, which is expected to
take place in the third quarter of 2021, is subject to approval by
LATN shareholders and other customary closing conditions. The
combined company will be led by Ruben Minski, Procaps Group
Founder, Chairman & CEO. Upon closing of the Business
Combination (assuming none of the LATN shareholders redeem any of
their LATN ordinary shares in connection with the approval of the
Business Combination and including the redemption of certain shares
held by IFC), existing Procaps Group shareholders are expected to
hold approximately 76% of the combined company, which shares will
be subject to certain lock-up arrangements.
Institutional investors have committed to an upsized private
investment in public equity (“PIPE”) of $100 million in ordinary
shares of LATN, which will be converted into ordinary shares of the
combined company upon the closing of the Business Combination. The
PIPE will close concurrently with the Business Combination. Subject
to any redemptions by LATN shareholders, there is approximately
$137.5 million in cash currently held in LATN’s trust account. It
is anticipated that the combined company will have approximately
$237.5 million in gross cash proceeds (before transaction-related
expenses and the redemption of certain shares held by IFC) to fund
organic growth through capacity expansion, plant improvements,
working capital investments, e-Health platform improvements and
R&D expenses, inorganic growth via accretive acquisitions and
the redemption of certain shares from IFC.
The Registration Statement, which was declared effective by the
SEC on August 26, 2021, contains important information about
Procaps Group’s business and operations, proposed Business
Combination with Union Acquisition Corp. II and the proposals to be
considered by the LATN shareholders.
Additional information about the transaction including the
Registration Statement can be viewed here:
https://investor.procapsgroup.com.
About Procaps Group
Procaps Group is a developer of pharmaceutical and nutraceutical
solutions, medicines, and hospital supplies that reach more than 50
countries in all five continents. Procaps has a direct presence in
13 countries in Latin America and, as of December 31, 2020, had
more than 4,700 collaborators working under a sustainable model.
Procaps develops, manufactures, and markets over-the-counter (OTC)
and prescription drugs, nutritional supplements and high-potency
clinical solutions. For more information, visit
www.procapsgroup.com or Procaps Group’s investor relations website
investor.procapsgroup.com, which will also contain a link to the
Registration Statement. The Registration Statement includes audited
consolidated financial statements of Procaps Group as of and for
the fiscal years ended December 31, 2020 and 2019.
About Union Acquisition Corp. II
Union Acquisition Corp. II, led by Kyle Bransfield, is a Cayman
Islands exempted company incorporated as a blank check company for
the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. For more information, please click here.
Important Information About the Business Combination and
Where to Find It
In connection with the proposed Business Combination, Procaps
Group, S.A. (“Holdco”), a subsidiary of Crynssen Pharma Group
Limited (“Procaps Group”) that will become the holding company of
LATN and Procaps Group as of the closing of the proposed Business
Combination, filed a Registration Statement pursuant to Rule
424(b)(3) (the “Registration Statement”) with the U.S. Securities
and Exchange Commission (the “SEC”) that includes a proxy statement
of LATN that also constitutes a prospectus of Holdco. LATN, Procaps
Group and Holdco urge investors, shareholders and other interested
persons to read the Registration Statement, including the
definitive proxy statement/prospectus and documents incorporated by
reference therein, as well as other documents filed with the SEC in
connection with the proposed transaction, as these materials will
contain important information about Procaps Group, Holdco, LATN and
the proposed Business Combination transaction. The definitive proxy
statement/prospectus included in the Registration Statement was
mailed on August 30, 2021, to shareholders of LATN as of a record
date established for voting on the proposed Business Combination.
Shareholders are able to obtain a copy of the Registration
Statement, including the proxy statement/prospectus, and other
documents filed with the SEC without charge, by directing a request
to: BTG Pactual US Capital, LLC, Attention: Prospectus Department,
Email: OL-BTGPactual-ProspectusDepartment@btgpactual.com. The
definitive proxy statement/prospectus included in the Registration
Statement can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in the Solicitation
LATN and Procaps Group and their respective directors and
executive officers may be considered participants in the
solicitation of proxies with respect to the proposed Business
Combination described in this press release under the rules of the
SEC. Information about the directors and executive officers of LATN
is set forth in LATN’s final prospectus filed with the SEC pursuant
to Rule 424(b) of the Securities Act of 1933, as amended (the
“Securities Act”) on October 17, 2019, and is available free of
charge at the SEC’s website at www.sec.gov or by directing a
request to: Union Acquisition Corp. II, 1425 Brickell Ave., #57B,
Miami, FL 33131. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in the solicitation of
the LATN shareholders in connection with the proposed Business
Combination will be set forth in the Registration Statement filed
with the SEC. These documents can be obtained free of charge from
the sources indicated above.
Forward-Looking Statements
This press release contains “forward-looking statements.”
Forward looking statements may be identified by the use of words
such as “forecast,” “intend,” “seek,” “target,” “anticipate,”
“believe,” “expect,” “estimate,” “plan,” “outlook,” and “project”
and other similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
Such forward-looking statements include the expected gross cash
proceeds from the Procaps Group Business Combination and its
effects on expansion; the closing of the issuance and sale of the
Senior Notes; the expected use of proceeds from the issuances and
sale of the Senior Notes; and the closing of the Business
Combination transaction. Such forward-looking statements with
respect to the businesses of LATN, Procaps Group, or Holdco, prior
to or following the completion of any proposed Business
Combination, are based on current expectations that are subject to
risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by
such forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from the information expressed or implied by these
forward-looking statements. Although we believe that we have a
reasonable basis for each forward-looking statement contained in
this press release, we caution you that these statements are based
on a combination of facts and factors currently known by us and our
projections of the future, about which we cannot be certain.
Forward-looking statements in this press release include, but are
not limited to: (1) the inability to complete the transactions
contemplated by the proposed Business Combination; (2) the
inability to recognize the anticipated benefits of the proposed
Business Combination, which may be affected by, among other things,
competition, and the ability of the combined business to grow and
manage growth profitably; (3) the inability to successfully retain
or recruits officers, key employees, or directors following the
proposed Business Combination; (4) effects on LATN’s public
securities’ liquidity and trading; (5) the market’s reaction to the
proposed Business Combination; (6) the lack of a market for LATN’s
securities; (7) LATN’s and Procaps Group’s financial performance
following the proposed Business Combination; (8) costs related to
the proposed Business Combination; (9) changes in applicable laws
or regulations; (10) the possibility that LATN or Procaps Group may
be adversely affected by other economic, business, and/or
competitive factors; and (11) other risks and uncertainties
indicated from time to time in documents filed or to be filed with
the SEC by LATN. We cannot assure you that the forward-looking
statements in this press release will prove to be accurate. These
forward-looking statements are subject to a number of significant
risks and uncertainties that could cause actual results to differ
materially from expected results, including, among others, the
ability to complete the Business Combination due to the failure to
obtain approval from LATN shareholders or satisfy other closing
conditions in the Business Combination agreement, the occurrence of
any event that could give rise to the termination of the Business
Combination agreement, the ability to recognize the anticipated
benefits of the Business Combination, the outcome of any legal
proceedings that may be instituted against LATN or Procaps Group
following announcement of the proposed Business Combination and
related transactions, the impact of COVID-19 on Procaps Group’s
business and/or the ability of the parties to complete the Business
Combination, the ability to obtain or maintain the listing LATN’s
ordinary shares on Nasdaq following the proposed Business
Combination, costs related to the proposed Business Combination,
changes in applicable laws or regulations, the possibility that
LATN or Procaps Group may be adversely affected by other economic,
business, and/or competitive factors, and other risks and
uncertainties, including those included under the header “Risk
Factors” in the Registration Statement filed with the SEC and those
included under the header “Risk Factors” in the final prospectus of
LATN related to its initial public offering, as well as LATN’s
other filings with the SEC. Should one or more of these risks or
uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
Accordingly, you should not put undue reliance on these
statements.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
About Prudential Private Capital
For nearly 100 years, Prudential Private Capital has been
partnering with a wide range of corporations, sponsors, and
institutions to provide valuable insights, guidance, and customized
capital solutions that enable them to achieve their growth and
funding goals. In an industry where capital can seem like a
commodity and relationships are often fleeting and transactional,
Prudential Private Capital are known for building enduring local
partnerships based on a steady and patient commitment to its
partners’ long-term capital needs. With regional teams in 15
offices around the world, Prudential Private Capital manages a
portfolio of US$100 billion as of June 30, 2021, for its partners.
For more information on Prudential Private Capital, please visit
prudentialprivatecapital.com
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version on businesswire.com: https://www.businesswire.com/news/home/20210909006085/en/
Procaps Group Investor Contact: Chris Tyson/Doug Hobbs
SPAC Alpha IR+ (949) 491-8235 LATN@mzgroup.us
LATN Contact: Kyle P. Bransfield Chief Executive Officer
Union Acquisition Corp. II (305) 306-2522
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