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Zenith sale participants see different deal versions

Participants in the Zenith Energy sale are citing two different sale structures.

Two sources close to the process said the deal is for a 50% stake, that OPTrust will sell out, Pacific Equity Partners will roll some of its holding into a continuation fund and Foresight will maintain its exposure.

Two other sources, also close to the process, said that the structure has not been settled, but could range from 50-100% and OpTrust is a long-term investor.

Sources have previously said that this is an exploratory process, sounding out investors before the sale starts in earnest next year.

The two latter sources said that a big enough bid could prompt all the owners to sell. But, for now, there appear to be two views of the sale structure.

KKR and APA Group have shown an early interest in Zenith Energy, according to two different sources.

APA is being advised by Morgan Stanley and Barrenjoey, while KKR is working with Gresham, the two additional sources said.

RBC and Azure Capital are advising on the deal and recently began circulating a flyer.

The enterprise value of the whole business would be around AUD 2bn, according to one of the sources.

But net of the AUD 1.3bn debt that the owners are refinancing before the sale, a new owner might need to put up closer to AUD 500m in equity to win the business, the source explained, assuming that only part of the business was sold.

The company’s three owners acquired the remote area and standalone power plant builder, owner and operator in 2020.

OPTrust and Foresight each own about 24% and PEP close to 35%, with the remainder held by Zenith management, according to Infralogic data.

The owners acquired Zenith, which was listed on the ASX at the time, for an enterprise value of about AUD 260m in 2020, which was about a 9x EV/EBITDA multiple on its then AUD 30m EBITDA, Infralogic reported at the time.

Forecast EBITDA for this financial year is about AUD 120m, as reported.

Before the sale, Zenith is seeking to refinance its existing debt of about AUD 760m, maturing in 2027 and upsize it to about AUD 1.3bn, the sources said last month. Its existing lenders include ANZ Bank, BNP Paribas, DBS Bank, NAB, Natixis, SMBC and Westpac.

It is hoped that the refinancing will be completed by Christmas ready for the equity sale to get underway.

Spokespeople and officials at APA, KKR, Zenith’s owners, RBC and Azure declined to comment or did not respond to requests.

[Editor’s note: This article has been updated to clarify the two potential deal structures.]