Milbank LLP has advised an ad hoc group holding the majority of €190 million outstanding notes due 2021 on the successful completion of the restructuring of Officine Maccaferri SpA (“OM”). The ad hoc group comprised international funds Carlyle Global Credit, GLG Partners Limited and affiliates of Stellex Capital Management LLC. The restructuring transaction was implemented by way of an Italian concordato preventivo procedure and has resulted in the transfer of the ownership of OM to a holding structure owned by the ad hoc group. OM initially filed in Italy for pre-concordato protection in May 2020. This is a ground-breaking restructuring, being the first successful court-supervised restructuring of a high yield bond led by noteholders in Italy.
OM is a global leader in providing design and development solutions for complex civil, geotechnical, construction and environmental engineering works, headquartered in Italy with over 70 subsidiaries operating in 5 continents and across over 100 countries. The restructuring results in a significant deleveraging of OM’s capital structure, enabling it to focus on consolidating its leading global market position and drive its growth strategy.
Navigating a complex process, which was further complicated by the bankruptcy of OM’s original parent company, SECI SpA, owned by the Maccaferri family, the company’s original founders, Milbank and the ad hoc group’s other advisors, DC Advisory and Delfino Willkie Farr & Gallagher, assisted the ad hoc group in developing the restructuring proposal which was submitted to the Tribunal of Bologna in July 2021, and finally sanctioned in October 2022. The restructuring proposal received the approval of 98.47% by value of the creditors admitted to vote and the majority of classes.
Milbank advised the ad hoc group on all aspects of the restructuring, which included various consent solicitations, including to amend certain terms of the note guarantees ahead of the notes maturity date, while OM’s concordato procedure remained ongoing; a write down and partial re-instatement of the notes implemented through the Italian concordato procedure; the acquisition of 100% of the shares of OM via an auction supervised by the Tribunal of Bologna in the context of the bankruptcy procedure of SECI SpA; and an equity injection of €60M by the ad hoc group into OM following the Tribunal’s sanction of the concordato procedure.
The Milbank team was led by Financial Restructuring partners Kate Colman, Sinjini Saha and Yushan Ng, with associates Damilola Odetola, Danielle Tullett and Chris Kruizinga as well as lawyers from other Milbank practices Tim Peterson (Partner, Capital Markets), Maria Schweinberger (Associate, Capital Markets), James Warbey (Partner, Alternative Investments), Robert Wyse Jackson (Associate, Alternative Investments), Andrea Hamilton (Partner, Corporate) and Merih Altay (Special Counsel, Corporate).
