Ashurst has advised Boart Longyear Limited (BLY) in a A$387million recapitalisation transaction with Centrebridge Partners, L.P.
The recapitalisation is the result of a completed strategic review, begun in February 2014, which considered a range of restructuring options, including the potential sale of all or parts of BLY, debt and equity options and debt to equity conversions.
The recapitalisation comprises of:
• an up-front unconditional placement to Centerbridge of US$5.6 million (with a further US$0.6 million conditional on shareholder approval of the remaining Recapitalisation transactions);
• a draw down of a new US$120 million term loan (Tranche A);
• the launch of a tender offer of up to US$105 million for the company's existing Senior Secured Notes;
• a further draw down of up to US$105 million as a term loan (Tranche B);
and subject to shareholder approval:
• a follow-on conditional placement of US$21 million to Centerbridge;
• a rights offer of US$76 to US$84 million fully underwritten by Centerbridge;
• the equitisation of US$16 million of Senior Unsecured Notes currently held by Centerbridge; and
• a share buy-back of up to US$20 million.
The meeting of BLY shareholders to approve the remaining recapitalisation transactions is expected to be held in mid-December.
The Ashurst team was led by partner Sarah Dulhunty, assisted by partners Garry Besson, James Marshall and John Sartori, special counsel Melinda Sanders, senior associates Anton Harris, Raymond Lou, Leslie de Bruyn, Andrew Kim and Constance Zhang, and lawyers Scott Lai, Frank Jin and Andrew Johnstone (Corporate); senior associates Alice Morrison and Julia Abouaf, and lawyer Carone Huang (Insolvency); special counsel James Morris and senior associate Douglas Fung (Banking); with partner Vivian Chang (Tax).