Lugano-based steel trader Trasteel intends to list on the Nasdaq stock exchange, according to a regulatory filing seen by Argus.
Trasteel intends to link up with a Cayman Islands-based special purpose acquisition company, Sizzle Acquisition Corp. II, to form a new Luxembourg-based entity, Pubco, with a Cayman Islands wholly-owned subsidiary.
Trasteel and Sizzle II intend to list Pubco, in which both will be shareholders, with the transaction expected to close by the end of 2026.
Trasteel said it has more than $1.8bn in revenue from over 1.5mn t/yr across steel, energy, metallics, derivatives, non-ferrous and ferro-alloys businesses, according a presentation seen by Argus, with $60mn in earnings before interest, taxes, depreciation and amortisation (Ebitda) last year and $7.5mn in profit. The presentation said the war in Iran represented an opportunity for its business and would be positive for Ebitda. The merger values Trasteel at $800mn.
It also said Trasteel Holding has no debt, with all debt at a subsidiary level ring-fenced with no parent guarantee, and "structurally segregated from the trading perimeter".
Trasteel is currently owned by Fratelli Cosulich, Fantex and Trasteel chief executive Gianfranco Imperato. Trasteel's existing shareholders will roll over all their equity as part of the deal, which Sizzle said will give the combined business a pro forma enterprise value of about $1.32bn.
Equity released from the transaction will be used to expand the trading platform through "onboarding of senior traders from major competitors". Trasteel had been interested in acquiring major steel trader Dith with a Chinese partner, when Dith's owners were looking to sell the business. Talks with an Abu Dhabi sovereign wealth fund appear to have stalled.
"We anticipate global demand for steel and other metals to continue to increase and believe that Trasteel is well-positioned to benefit by such increased demand," Sizzle II vice-chairman Jamie Karson said. "The Trasteel team, led by Gianfranco Imperato and CFO [chief financial officer] Federico Guiducci, is highly experienced, strategic and focused on delivering results for its shareholders. We are thrilled to bring this quality company to market."
