Linklaters has advised a coordinating committee of Senior Lenders on the €408m senior debt restructuring of the Marken group, a supply chain services provider to the pharmaceutical and life science industries which was previously acquired by private equity house Apax in 2010.
The restructuring process was unanimously supported by the Senior Lenders and was implemented by way of a pre-packaged administration sale to a newly incorporated group owned by the Senior Lenders combined with an amendment and restatement of the existing circa €380m senior debt and the injection of a €25.5m new money facility.
The year-long negotiations between the Senior Lenders and the shareholders involved, among other things, the conduct of an M&A sale process for the group and required consideration of a broad range of issues, including French COMI issues in respect of the UK holding companies.
In addition, planning was undertaken by the advisers to the Senior Coordinating Committee throughout 2012 to develop restructuring implementation options in the UK, France and the US in the event shareholder and/or 100% Senior Lender consent could not be achieved. This planning culminated in a Senior Lender-led restructuring proposal that was presented to Senior Lenders in early December. Although ultimately not needed, the proposal catered for an implementation plan if less than 100% of Senior Lenders supported the restructuring. This plan would involve a security enforcement and debt transfer by the Security Agent in reliance on the release and debt transfer provisions in the intercreditor agreement.
Lender-led plans of this nature have been successfully implemented by Linklaters on a selected number of recent European restructurings and is increasingly being seen as an alternative to using an English law scheme of arrangement under Part 26 of the Companies Act 2006 to implement restructurings with less than 100% stakeholder consent in circumstances where a scheme may not be available or feasible.
The transaction involved four different legal jurisdictions and involved a complex 5 day escrow closing process to co-ordinate the administration, amendment and restatement of the existing senior debt and the injection of new money funds.
Yen Sum, Linklaters restructuring partner, who led the deal, said:
“Marken is another example of a successfully implemented restructuring which contemplated a distribution of non-cash consideration to lenders in circumstances in the event that less than 100% stakeholder consent may be achieved and where a scheme of arrangement was unlikely to be feasible.”
Linklaters’ team also included Annette Kurdian, partner, Richard Hodgson, partner, Scott Simpson, Managing Associate, Jennifer Brennan, Managing Associate, Katy Ralph, Managing Associate, David Wallace, Associate.
http://www.linklaters.com/News/LatestDeals/2013/Pages/Linklaters-advise…
