We are thrilled to have advised the ad-hoc group of noteholders of the 260 million senior secured notes due 2025 on all Greek law aspects of the landmark consensual recapitalization and restructuring
(the Restructuring) of the ATHEX-listed Frigoglass S.A.I.C. and the group of companies formerly controlled by it (Frigoglass Group).
The Restructuring is one of the largest and most complex transactions of its type relating to a Greek-based multinational group, which is a manufacturer of commercial refrigerators and 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). The Restructuring included the transfer through a special succession process governed by Greek law of substantially all of the remaining assets and liabilities of Frigoglass SAIC to a newly established Greek entity.
Following implementation, 85% of the share capital of new Frigoglass Group is ultimately owned by the former noteholders 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.
Our core team was led by Partner Anna Manda, assisted by Senior Counsel Nikos Askotiris and Senior Associate Olga Vinieri. Partner Aleka Kondyli and Senior Associate Maria Chronaki handled all capital markets’ matters, Partner Vassiliki Salaka and Senior Associate Ilia Polyzoidi handled all insolvency and litigation matters, Partner Angeliki Tsatsi and Trainee Pinelopi Anyfanti handled all employment law matters. Senior Associates Eleonora Ligoutsikou (Tax) and Alexandros Anagnostopoulos (Real Estate), Associates Dimitra Karampela (IP and GDPR) and Matina Xirogianni (Corporate) and Trainee Katerina Stathakarou (Tax) were also involved in the transaction.
Our team worked with Weil, Gotshal and Manges, LLP who acted as international counsels of the ad-hoc group of noteholders in this transaction.
View the company’s press release here: https://www.frigoglass.com/wp-content/uploads/2023/04/Frigoglass_Press-Release_28-04-23_En.pdf?x15238