Linde/Praxair to divest by continent, sector sources say
28 AUG 2017
- FTC’s Mergers 1 likely handles review
- Helium units may draw specific scrutiny
Linde [ETR:LIN] and Praxair [NYSE:PX] will likely result in divestiture packages along geographic lines as the industrial gases giants look to address antitrust concerns, said a sector advisor and two industry executives.
North American assets are expected to be the largest package, these sources said. There is also expected to be an Asia and Australia package; and a Europe, Africa and the Middle East package, they added.
The companies may also create a smaller South American package to address Praxair’s dominance in Brazil, said the executives, each of whom has experience with M&A involving antitrust issues.
Each package will probably include merchant liquid plants, or air separation units that produce atmospheric gases, as well as liquid carbon dioxide plants; on-site plants and pipelines; and packaged gas facilities, the executive said. This news service previously reported that the companies will likely have to divest all or most of Linde’s assets in the US given high levels of antitrust problems in the country.
Germany-based Linde and Connecticut-based Praxair, which announced plans to merge in June, have not yet communicated details to potential divestiture buyers, the first advisor said. A second sector advisor said he has heard the sale process could start in mid-fall.
The entire collection of divested assets may fetch more than USD 8bn, the second sector advisor said, based on more than USD 700m to USD 800m in divested EBITDA.
The USD 65bn deal faces antitrust reviews in multiple jurisdictions around the world. The Federal Trade Commission (FTC) issued a second request in early August.
Linde and Praxair have committed to divest assets worth up to USD 3.7bn in revenue and USD 1.1bn in EBITDA to close the transaction.
The North American assets are expected to attract considerable attention from private equity (PE) firms but suitors may have limited interest in the rest of the assets, the first sector advisor said. The US assets may have around USD 250m in EBITDA, second sector advisor said.
Large private equity firms like The Blackstone Group or KKR could acquire the entire global package but are unlikely to offer high valuations for non-North America assets, the second sector advisor said.
The FTC would likely want to see the global package sold to a single buyer, the executives said. This may be challenging to pull off since antitrust enforcers would also want this buyer to be a large strategic or receive backing from a private equity firm, they said.
“Having multiple packages doesn’t preclude one guy from buying all of them,” the first executive said. “Because the business is geographic, as gases can’t be shipped long distances, it’s logical to break them up by regions with each package sufficiently large enough for a buyer to compete,” he said.
Media reports have said that Germany’s Messer Griesheim, which has operations worldwide excluding the US, and private equity firm CVC Capital Partners have held talks over a possible joint offer. The Carlyle Group and Advent International have also been floated as potential suitors.
In many past deals, merging companies have agreed to regional divestiture packages, the executives said. They cited several cases including Linde’s 2006 purchase of BOC Group; and Air Liquide’s 2004 purchase of part of Messer Griesheim.
The first executive said the FTC staff handling this deal is highly experienced with industrial gases M&A. The agency’s Mergers 1 shop is likely handling Linde/Praxair, said two independent antitrust attorneys.
Mergers 1, which issued a consent decree for Air Liquide’s [EPA:AI] 2016 purchase of Airgas, has issued several other consent decrees in recent years. This includes a June 2016 settlement with HeidelbergCement over its acquisition of Italcementi.
In some past deals, including the BOC/Linde transaction, regulators have specifically scrutinized merging firms’ helium businesses. Helium is a small but critical part of Linde and Praxair's product lines, the executives said.
There are few other companies with Linde’s or Praxair’s infrastructure including helium refineries, vast distribution networks, and overall capabilities with the product, the industry executives said. It is unlikely that the FTC would allow the merged firm to retain all of the two companies’ helium business, they said.
Linde’s helium business—which includes contracts for raw helium supplied by ExxonMobil [NYSE:XOM] as well as a helium refinery in Otis, Kansas—could be carved out for a separate sale, the executives said.
Linde and Praxair did not respond to requests for comment. The FTC declined to comment.