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LBO

Banks line-up to arrange financing backing InPost take-private

The €15.60‑per‑share offer is financed by €4.95B in committed debt, including senior term loans in euros and Polish zloty.

Barclays, Citi, Goldman Sachs, JPMorgan, Morgan Stanley and UniCredit are underwriting the financing for the take-private of InPost, according to market sources.

A consortium led by Advent International and FedEx is taking InPost private in a deal valuing the Polish parcel‑locker group at €7.8 billion excluding debt.

The €15.60‑per‑share offer is financed by €4.95 billion in committed debt, including senior term loans in euros and Polish zloty, senior secured bridge facilities, and a multi‑currency revolving credit facility.

Equity commitment
Advent and FedEx — which will both acquire 37% stakes in InPost — are also leading a €5.918 billion equity commitment to support the buyout. A&R Holding, the investment vehicle for InPost founder Rafał Brzoska, will hold 16%, and Czech investment group PPF will hold 10% of InPost shares post‑settlement.

Citi and Morgan Stanley declined to comment. Barclays, Goldman Sachs, JPMorgan, and UniCredit did not respond to requests for comment.

The acquisition comes after InPost said in January that it was weighing a takeover bid, having received an indicative proposal from an unnamed bidder later revealed to be Advent. Weil acted as advisor to the Advent-led consortium. Weil partners Tom Richards, Andy Hagan and Kai Zhang are advising on the financing.

InPost was founded in Poland in 1999, and now offers out‑of‑home e‑commerce delivery services across nine European countries. The group was bought by Advent in 2017 and listed on the Amsterdam stock exchange in 2021.

Ba1/BB+ rated InPost priced €850 million of 5.5‑year unsecured notes at 4% in September to refinance euro notes due 2027 and €118 million‑equivalent of domestic‑currency floating‑rate notes due the same year.

Change‑of‑control clause
Spread Research said in a note last month that a change‑of‑control clause on the 2031 notes is triggered by both a change of shareholder and a ratings downgrade.

The research firm added that a bondholder put may not be triggered if the consortium acquiring InPost includes Advent, PPF and A&R — which together hold roughly 48% of InPost shares.

According to a statement from the consortium on Feb. 9, it is “envisaged” that InPost’s current financing arrangements will be refinanced as part of the buyout. In a call with analysts, InPost management confirmed that the buyout does not automatically trigger a change of control on its loans or bonds, and said it was maintaining “optionality” with respect to calling the bonds.

InPost has grown through both organic expansion and acquisitions, including recent deals in the UK for Yodel and Menzies.
As part of the Advent and FedEx‑led buyout, InPost will enter into arm’s‑length commercial agreements connecting FedEx’s global network with InPost’s locker network and B2C last‑mile operations, allowing FedEx to grow its out‑of‑home parcel delivery in Europe.

The buyout has received commitments from shareholders representing 48% of InPost equity, and requires approval from 80% of shareholders. Closing is expected in the second half of 2026.

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