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Perseverance is one of the most essential qualities for a searcher: just ask Javier López Marchetti and Fran Sáenz de Santa María, who launched their SF Phoenix Rise Capital in early 2022, and Alejandro A. Peñafiel, who founded Orion Capital in late 2023. After nearly three years of searching and analyzing hundreds of opportunities, the three entrepreneurs joined forces at the end of 2024, marking only the second time we’ve seen a merger between 2 SFs (the first being in France two years ago with Relais du Dirigeant & Sillage Partners).
They secured additional capital from their investors to move forward with the potential acquisition of GSE Composystem, a niche manufacturer in the Aerospace & Defence industry. Ultimately, the deal turned into a double acquisition, as they simultaneously acquired Setroson.
The combined transaction totaled approximately €14.5M, representing a 4.3x EBITDA multiple. The deal was structured with 65% leverage (around €10M) entirely financed through a vendor loan. The equity portion was provided by the majority of their existing cap table, including ONEtoONE Asset Management, Beka Finance, Secways, Atiud Capital, Cabiedes Inversiones, Enrique Locutura, Léon Bartolomé, Eugenio Rodriguez, Knudsen family, Barrilero Legal Angels, among others. The vendor has reinvested 20% into the new structure and will remain with the company for another four years.
Founded in 2013, GSE Composystem is a Spanish company specializing in the design, development, and manufacturing of Ground Support Equipment (GSE) for the aerospace sector. Since its inception, the company has focused on providing ground support equipment and specialized tooling for aircraft maintenance. Its expertise includes the design, engineering and manufacturing of value added aviation equipment, serving both military and civilian clients. Its main customers include Airbus Defence & Space, the Spanish Ministry of Defense, Iberia, Air Nostrum CESA and Accenture. The company recorded €4.4M in revenue in 2023 (+57% vs. 2022) and €1.3M in EBITDA (+85% vs. 2022).
Founded in 1976, Setroson specializes in the design, development, and manufacturing of test equipment for the maintenance of aeronautical systems (also within the GSE category). It is present with key electronic GSE products in the Eurofighter, C-295 and 400M aircraft programs. Its long-standing expertise is recognized by leading aerospace clients, including Airbus Defense & Space, Leonardo, BAE Systems, and the Ministry of Defense. In 2023, the company reported €1.2M in revenue and €0.8M in EBITDA.
Alejandro explained that the result of the two acquisitions is a group that generated €7.4M in revenue and €3.4M in EBITDA in 2024 on a consolidated basis. Their strategy is to continue growing the company through further build-up acquisitions in the future once the initial integration effort is completed and a strong combined company culture is established.
DD: RSM / Legal: Bufete Barrilero y Asociados
