Berwin Leighton Paisner advises 3W Power S.A. on comprehensive balance-sheet restructuring
International law firm Berwin Leighton Paisner (BLP)* have advised 3W Power S.A. on the development, coordination and implementation of its comprehensive balance-sheet restructuring. The restructuring process lasted 13 months and was successfully completed this week with the effective notarial acknowledgement of the company’s cash increase and amendments to the super senior financing documents.
The key elements of the restructuring plan included a reduction of the share capital to zero followed by a cash increase and a reduction of both the company’s convertible and secured bonds to minimal principal amounts; in return, shareholders and noteholders of the convertible and secured bond were granted option rights to participate in the cash increase and – while preferential subscription rights of existing shareholders were excluded – subscribe to new capital shares of 5%, 12% and 83% respectively in the company. The plan also features amendments to the super senior loan, including a loan extension, interest reduction and introduction of a pay as you can concept for interest payments as well as the repayment of a bridge loan taken out by the company at the onset of the restructuring process. As a result of the restructuring, the company was able to reduce its debt from EUR 86m to EUR 15m and is “going public to private” by delisting its shares ipso iure and fully redeeming its reduced bonds.
Jeffrey Casper, CEO of the company, said: “The quality advice and capable execution capabilities of Till Buschmann and the team at BLP has enabled us to focus on improving our business and creating a foundationfor future success. It’s invaluable to have great competence and support during such critical times.”
The transaction was led by Frankfurt-based BLP Restructuring partner Till Buschmann. He commented: “This complex transaction solved a lot of problems for the client at once. It was decisive to make successful use of the interplay of the Lux corporate law regime with the German bond and capital markets regime to implement the full haircut throughout the different capital groups (shares and bonds) against subscription rights for the cash increase as well as taking the company public to private.”
Till Buschmann advised 3W Power S.A. and the AEG Power Solutions Group in previous restructurings in 2014 and 2016/2017 and regularly advises different market participants on bond restructurings. In this latest transaction he was supported by Frankfurt Partner Stephan Krampe (Tax), Berlin Counsel Adriana zur Nedden (Finance), London Senior Associate Kyle Johnson (Finance), Berlin Associate Friederike Stiller (Finance) and Frankfurt Trainee Eriphyle Mitakidou (Restructuring). The team was completed by Bryan Cave Leighton Paisner Partner Sandra Pfister (Finance) and Associate Reinhard Bunjes (Finance) who drafted the equity prospectus for the cash increase. Partner Romain Sabatier, Counsel Caroline Notte und Associate Marierose Schwarz from NautaDutilh (all Corporate) advised on Luxembourg law.
Notes to Editors:
*On 1 April 2018, Bryan Cave and Berwin Leighton Paisner combined their legal practices to form Bryan Cave Leighton Paisner. The merger has not yet been completed in Germany at the present time, but is intended to be so in the future. Pending regulatory confirmation, we continue to practise as two separate legal entities in Germany: Bryan Cave Leighton Paisner LLP and Berwin Leighton Paisner (Germany) LLP.
3W Power S.A. is the Luxembourg-based holding company of AEG Power Solutions Group, a leading provider of UPS systems and power electronic solutions for industrial, commercial, renewable and distributed energy markets throughout the world and formerly listed at the Frankfurt Stock Exchange. The operational headquarters of the 3W Power / AEG Power Solutions Group are located in Zwanenburg, Netherlands and the group employs approx. 700 people in 13 locations.