Polestar publishes details of Sun acquisition

By Simon Nias, Tuesday 12 July 2011

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Polestar UK Print has published its accounts for the year ended 30 September 2010, revealing financial details of its acquisition by Sun European Capital Partners.

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The accounts reveal that while £20m of equity was injected into Polestar's new parent company, Compass Topco (subsequently renamed Polestar Print Holdings), by Sun followings its acquisition of Polestar on 15 April, only £200,000 of this was injected as equity by Compass Topco into Polestar UK Print.

The remaining £19.8m was made up of three seperate intercompany loans carrying interest rates of up to 20% over LIBOR, the inter-bank lending rate, and maturing in December 2015 and June 2017.

These include a £12.2m junior shareholder loan at LIBOR +8% and a £2.6m priority loan at LIBOR +5%, both maturing in June 2017, and a £5m super priority loan at LIBOR +20%, maturing in December 2015.

Interest on the loans is paid in kind, meaning it will not impact Polestar's cashflow.

The accounts also show that Goldman Sachs has acquired 5% of Polestar UK Print through subsidiary company ELQ Investors II, although Sun Capital has the option to acquire this shareholding at cost after a period of six months from the 15 April 2011.

Prior to its sale to Sun, Polestar UK Print subsidiaries Polestar Colchester and Polestar Petty were sold to Polestar Sheffied for a nominal sum, resulting in a £25.7m write off for Polestar UK Print.

Furthermore, the sale to Sun was preceeded by an £86.7m debt-for-equity swap between Polestar UK Print's parent company, Polestar Magazines and Catalogues, and other group companies, which served to write off outstanding inter-company loans.

Turnover for the year was £261.9m, down from £275.7m in 2009, on which the group made an operating loss of £12.1m (2009: £24.2m loss) and a pre-tax loss of £22.6m (2009: £38m loss).

Polestar's £25m working capital facility provided by Bank Leumi was replaced by a £30m facility provided by GE Capital Finance, which also advanced a £15m term loan that was used primarily to repay a number of outstanding finance leases.

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