Milbank LLP has advised Frigoglass S.A.I.C. on the successful completion of the consensual recapitalization and restructuring of the group of companies formerly controlled by it (the Frigoglass Group). The restructuring transaction was implemented by way of a consensual and structured enforcement process, including proceedings before a Dutch court. The restructuring transaction garnered the support of all key Frigoglass S.A.I.C. stakeholders, including its major indirect shareholder and the overwhelming majority of the holders of €260 million senior secured notes due 2025 (the "Existing Notes"). The restructuring transaction resulted in the transfer of the ownership of the new Frigoglass Group to a newly-incorporated holding structure owned by holders of certain of the notes, with Frigoglass S.A.I.C. retaining 15% minority shareholding.
Milbank advised the Frigoglass Group on all aspects of the restructuring transaction, which included a super senior bridge financing (the "Bridge Notes") provided by affiliates of certain holders of existing notes (the "Ad Hoc Group") and culminated the issuance of €75 million new first lien senior secured notes due 2026 to certain holders of Existing Notes and €150 million senior secured second lien notes due 2028 to all holders of Existing Notes. The Existing Notes were cancelled in full as part of the restructuring. In December 2022 through February 2023 the Frigoglass Group received emergency interim financing by way of the Bridge Notes to support the implementation of the transaction and reconstructing of its Romanian production facility. Milbank also advised the Frigoglass Group on the reorganization of its corporate structure, the transfer of substantially all of its assets and liabilities to a new Greek operating company, and acted as counsel to the Frigoglass Group with respect to several ongoing business-critical matters.
The restructuring, which completed on 27 April 2023, effected a significant deleveraging of the new Frigoglass Group’s balance sheet, strengthened its liquidity position and extended the maturity profile of its obligations, thus supporting the implementation of the new Frigoglass Group’s business plan and its operations.
The Milbank team included partners Sinjini Saha, Ana Grbec, Yushan Ng and Apostolos Gkoutzinis, special counsels Nicholas Crossin and Andrew Callaghan, associates Melanie Probst, Manpreet Khehra, Peetra Anderson-Figueroa, Stefanos Serfas, Abbey Dalgleish, Chara Makrygianni, Dimitris Krokos, Rajpreet Lachhar, trainees George Widdicombe and Andreas Charidemou, and legal assistant Panos Maniatis.
Partners Tom Canning and Andrea Hamilton and associates Mark Padley and Ben King advised on sanctions-related matters. The team was also assisted by associates Dionysis Diamantatos and Christos Karavias and legal assistant Panos Apostolidis.
