Bain Capital Private Equity and BC Partners enter into joint ownership agreement for Fedrigoni

LONDON, MILAN, 24th July 2022 – Bain Capital Private Equity, a leading global private investment firm, has signed definitive documents to enter into joint ownership agreement for Fedrigoni, a leading global producer of self-adhesive labels and fibre-based packaging products, with BC Partners, a leading international investment firm.

Bain Capital acquired Fedrigoni in 2017. Under Bain Capital’s ownership, Fedrigoni has more than doubled Adjusted Sales and nearly tripled Adjusted EBITDA through a combination of organic growth acceleration and M&A execution.

This new partnership will support Fedrigoni’s management team as they look to build on their successful track-record of M&A. BC Partners’ owner-manager mindset has helped its portfolio companies execute over 400 add-on transactions over the last decade, and as such is the natural partner for Fedrigoni and Bain Capital to help drive value-creation opportunities.

Together with Bain Capital, the Fedrigoni Group has carried out an ambitious transformation journey that rested on five pillars: a distinctive and premium offering; superior customer intimacy and experience; operational excellence; attraction of the best talent and development of its 4,500 people, while creating an inclusive and safe environment; acceleration in acquisitions aimed at geographical expansion; and product portfolio diversification.

Fedrigoni has also embedded sustainability into its business strategy, including ongoing efforts to reduce its environmental impact and to support customers in tackling their transition towards ecological practices and an increasingly circular business. From the research on increasingly sustainable materials to the development of products to help brands in their plastic-to-paper transition. From the reuse of waste from customers' production processes to the development of mono-material solutions. Through its 2030 sustainability roadmap, Fedrigoni committed to reduce by 30% its carbon emissions by 2030, and to reach carbon neutrality by 2050 in line with the Science-Based Targets Initiative, with 95% recovered water and 100% industrial waste recovery across its operations. It has this year received a Platinum EcoVadis sustainability rating this year, which places Fedrigoni in the top 1% of companies in the same industry worldwide. BC Partners has developed a thematic focus on sustainability-driven growth in packaging, investing in IMA Group in February 2021, the world leader in the production of automatic packaging machines. BC Partners has long viewed Fedrigoni as a leader in this attractive and resilient end market, addressing the need for greater sustainability in packaging.

“We are excited to welcome BC Partners as a new partner in Fedrigoni” said Ivano Sessa, Chairman of Fedrigoni Holding Limited and Co-Head of Industrials at Bain Capital Private Equity Europe. *“We have partnered with Marco Nespolo and the rest of the management team over the last 4 years to transform Fedrigoni and create a global leading platform in luxury packaging and labels.”"

“In this next phase of the journey, we will work with all our partners to continue building on the great success that Fedrigoni has achieved, with a focus on strengthening its global leadership and delivering sustainable packaging solutions to an outstanding set of global luxury and consumer brands.”

Stefano Ferraresi, Partner at BC Partners, said: “We are delighted by this opportunity to invest in Fedrigoni, a leader in sustainability focused packaging. We have long admired the quality of the Fedrigoni management team, and its operations built under Marco Nespolo’s leadership. We are confident that this partnership with Bain Capital will create significant growth opportunities across the business. We share Marco’s vision and ambitious growth agenda and view Fedrigoni as the ideal platform to invest in this attractive segment of the market, with scope to continue to build on its leading positions in luxury packaging and labels and broaden its product portfolio through acquisitions and strategic partnerships.”

“The whole Fedrigoni leadership team and I are thrilled to continue our very ambitious growth path in partnership with Bain Capital and BC Partners”, said Marco Nespolo, Chief Executive Officer of Fedrigoni. “The last 4 years have seen Fedrigoni undertake a very comprehensive and successful transformation, on product portfolio, geographic footprint, go-to-market, operating model, culture, and governance. This has been possible thanks to the great partnership with and strong support by Bain Capital. We look forward to sharing the next leg of the journey with an additional, very relevant investor and partner, whose trust makes us feel honoured.”

This new partnership, a combination of reinvestment by Bain Capital and investment from BC Partners, which results in a change of control of Fedrigoni to joint control between Bain Capital and BC Partners, will support Fedrigoni’s management team as they look to build on their successful track-record of M&A. The Fedrigoni family, already a partner of Bain Capital as a minority shareholder, will remain invested in the business as the entire management team.

The transaction is expected to close by the end of 2022, subject to approvals by relevant regulatory authorities. A group of financial institutions has committed to provide a debt financing package in support of the transaction. Fedrigoni’s existing senior secured notes are expected to be refinanced at closing of the transaction. Bain Capital and Fedrigoni were advised by Rothschild, Morgan Stanley, Latham & Watkins, Pirola Pennuto Zei e Associati, Kirkland & Ellis, New Deal Advisors and Bain & Company. Goldman Sachs acted as financial advisor to Fiber Bidco.

BC Partners was advised by Canson Capital Partners and Nomura as lead financial advisors, as well as by advisors including JP Morgan, Afry Capital, White & Case, PwC, Studio Legale Tributario Facchini Rossi Michelutti and Bain & Company.

About Fedrigoni

Founded in 1888, Fedrigoni today means excellence in the world of self-adhesive labels and materials and high value-added papers for luxury packaging and other creative solutions. The company currently has more than 4,500 employees in 27 countries and 48 facilities, including production plants, cutting centers and distribution. The Group sells and distributes 25,000 products in 132 countries and, thanks in part to recent acquisitions, has gained the position of a leading global player in wine labels, specialty papers for luxury packaging, drawing paper and self-adhesive materials. The Paper division includes the Cordenons Group and the historic Fabriano brand, and the Self-Adhesives division includes Arconvert, Manter, Ritrama (from February 2020), IP Venus (from December 2020), Acucote and Rimark (from June 2021), Divipa (February 2022) Tageos (April 2022) and Unifol (July 2022). The U.S. distributor GPA is also part of the Group.

For more information, visit www.fedrigoni.com

About Bain Capital Private Equity

Ever since it was founded in 1984, Bain Capital Private Equity has worked closely with management teams to provide the strategic resources to build great companies and help them grow. Bain Capital Private Equity's international team of approximately 250 professionals creates value for its portfolio companies through its global platform and deep expertise in key industry verticals, including healthcare, consumer products and retail, financial and business services, industrials and technology, and media and telecommunications.

Bain Capital has 22 offices on four continents. Since its foundation, the company has made principal or complementary investments in more than 1,000 companies. In addition to private equity, Bain Capital makes investments in a variety of asset classes, including credit, real estate, public equity and venture capital, managing a total of approximately $160 billion and leveraging the firm's shared platform to pursue opportunities in strategic areas.

For more information, visit www.baincapitalprivateequity.com

About BC Partners

BC Partners is a leading investment firm with over €40 billion in assets under management across private equity, private debt, and real estate strategies. Established in 1986, BC Partners has played an active role for over three decades in developing the European buy-out market. Today BC Partners integrated transatlantic investment teams work from offices in Europe and North America and are aligned across our four core sectors: Healthcare, TMT, Business Services & Industrials, and Consumer. Since its foundation, BC Partners has completed over 120 private equity investments in companies with a total enterprise value of over €160 billion and is currently investing its eleventh private equity buyout fund.

For further information, visit https://www.bcpartners.com/

Notice

This announcement may constitute a public disclosure of inside information Fedrigoni under Regulation (EU) 596/2014.

This announcement contains and refers to certain forward-looking statements with respect to Fedrigoni’s business, results of operations, capital structure and prospects. Forward-looking statements are statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among others, statements exoressubg expectations, beliefs, plans, objectives, intentions, estimates, forecasts, projections and assumptions. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “target” or similar words or phrases or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. There are important risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made in this announcement. Therefore, you should not place undue reliance on any of these forward-looking statements.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities.