April 28, 2023
Weil advised an ad-hoc group of noteholders in relation to the consensual recapitalization and financial restructuring of Frigoglass S.A.I.C. and the group of companies formerly controlled by it (the Frigoglass Group). The Frigoglass Group is a Greece-based manufacturer of commercial refrigerators as well as a leading manufacturer of frozen packaging, with operations in Europe, the Middle East, Africa and Asia.
The restructuring was completed on April 27, 2023 and was implemented by way of a consensual and coordinated security enforcement process, including a Dutch law share pledge enforcement (following Dutch court approval obtained on April 12, 2023).
Following implementation, 85% of the share capital of new Frigoglass Group is ultimately owned by the former noteholders (including those that elected to participate in the new money) through certain newly incorporated U.K. companies, and the remaining 15% of the share capital will remain owned by Frigoglass S.A.I.C.
As part of the restructuring, certain of the former noteholders elected to participate in €75 million of first ranking new senior secured notes due 2026, and €150 million of second ranking senior secured second lien notes due 2028 were distributed in partial repayment to the former noteholders. The new senior secured notes were underwritten by the ad-hoc group of noteholders. The €260 million senior secured notes due 2025 were cancelled in full as part of the restructuring.
The restructuring provides the new Frigoglass Group with improved liquidity, extended maturities and reduced cash interest costs to enable the group to continue its ordinary course operations and deliver on its business plan. Bridge financing provided by the ad-hoc group of noteholders provided the Frigoglass Group with a stable platform for its business operations whilst the restructuring was negotiated and implemented, and facilitated the completion of the reconstruction of its Romanian manufacturing plant.
The Weil team in London was led by Restructuring partners Neil Devaney and Matt Benson. They were assisted by Restructuring counsel Jonathon New and associates Fergus Kent and Malina Tatarova; Antitrust partner Jenine Hulsmann, counsel Annagiulia Zanazzo and associate Lucy Peckham; Finance partners Nitin Konchady and Reena Gogna, counsel Sophie Riley, associates Fabio Pazzini, Mathilde Rousset, Cynthia Gao and Emanuele Vincent; Corporate partners Murray Cox and Sarah Flaherty, associates Fiona Coffee and Laurence Feeny; Litigation partner Christopher Marks and associates Frankie Cowl and Katie Williams; Tax partner Jenny Doak and counsel Stuart Pibworth and Kevin Donegan. The Weil team also included New York Tax partner Greg Featherman and associate Jonathan Vita. Weil worked with Loyens & Loeff N.V. and Karatza-Partners who advised on Dutch and Greek law-related matters, and with Daiwa Corporate Advisory Limited and ALPHACAP Partners Ltd as financial advisers on the deal.