Kirkland Advises BW Gestão de Investimentos on €5 Billion Financing for Voluntary Tender Offer for Verallia Shares

Kirkland & Ellis advised BW Gestão de Investimentos Ltda. (BWGI) in connection with the debt financing of its voluntary tender offer for shares issued by Verallia (Euronext Paris: VRLA). The offer was filed with the Autorité des marchés financiers (AMF) on April 24, 2025 by Kaon V, a sub-fund of the Irish law-governed Kaon Investment Fund ICAV, which is managed by BWGI (itself controlled by Brasil Warrant Administração de Bens e Empresas S. A., the Moreira Salles family’s holding company). The offer price is fixed at €30 per share and values Verallia at approximately €6.1 billion.

The financing for the offer consists of a €2.55 billion bridge facility at the Kaon V level, which is intended to fund the consideration payable in respect of shares tendered.

In addition, Kirkland advised BWGI and Verallia on a comprehensive refinancing package to support the transaction. This includes a €1.03 billion backstop financing package, comprising of a €230 million term loan and a €800 million revolving credit facility and a €1.6 billion bridge to bond financing arrangement to refinance Verallia’s existing bonds and facilities that may need to be redeemed and/or prepaid as a result of a successful offer.

The Kirkland team included debt finance lawyers Kalish Mullen, Evgeny Zborovsky, Melvin Péraldi and Matias Versavel; capital markets lawyer Cedric Van den Borren; corporate lawyers Vincent Ponsonnaille and Louis Gosset; and tax lawyers Mavnick Nerwal, Sonia Bouaffassa, Rikesh Gandhi and Quentin Lypick.