Latin American Restructuring Mandates
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2014-April 2019 Latin American Restructuring Mandates Restructuring Mandates in Latin America 1 REDD aims to provide subscribers with an accurate record of Latin American restructurings. We would like to thank the advisers who have submitted data for this project and to encourage those who have missed the opportunity to contact us so we may register your deals for our next issue. This record is also available online for REDD subscribers with search and filter capabilities. Valeria Girimonte CEO REDD Intelligence For more information about this report please contact: Research: Ramiro Russo Senior Analyst [email protected] Sales: Flavia Cesar Head of Global Sales [email protected] Deal submissions: [email protected] 2 Restructuring Mandates in Latin America Argentina Industrias Metalurgicas Pescarmona S.A.I.C. y F. (IMPSA) Sector Industry Total Debt Advisor Type of Advisor/ Appointed by General Notes from Appointment Team Involved Advisors and Releases Date & Notes Energy | Capital Construction & USD 1bn Cleary Gottlieb Steen & Hamilton LLP Legal Advisor / Lead Partner: Andres de la Cruz, Company Counsel to IMPSA, WPE and WPE International in the current restructuring of over $1 billion of bank and bond 9/1/2014 Goods Engineering Richard Cooper indebtedness. Quantum Finanzas Financial Advisor Company G5 Evercore Financial Advisor Company Nicholson & Cano Abogados Legal Advisor Bondholders (local) Akin Gump Strauss Hauer & Feld LLP Legal Advisor Bondholders Estudio Garrido Abogados Legal Advisor Bondholders (local) USD 1.14bn Lazard Financial Advisor Bondholders Industrias Metalurgicas Pescarmona SAIC y F (IMPSA), a Godoy Cruz- based an electric utility Company, 8/24/2016 agreed a debt restructuring transaction with Creditors (CRs). CRs were to receive new par debt for up to ARS 2.163 bil (USD 146 mil) with maturity in 2031, new discount debt ARS 4. 771 bil (USD 322 mil) with maturity in 2025, secured debt for ARS 59.272 mil (USD 4 mil) with maturity in 2018, along with 65% interest of the Company’s equity will be transferred to a Trust for the benefit of the CRs, in exchange for outstanding debt. Upon completion, CRs were to hold a 65% interest in the restructured IMPSA. The book value of the existing debt that will be exchanged under the terms of the offer is ARS 16.833 bil (USD 1.136 bil). BRL 2.3bn Pinheiro Guimaraes Advogados Legal Advisor Bondholders Pinheiro Guimaraes has assisted the ad hoc steering committee of noteholders in the restructuring (judicial Partners: Eduardo Augusto Mattar and Renata Machado reorganization) of Wind Power Energia S.A., subsidiary of the Argentine Group IMPSA, involving financial debt Veloso / Associates: Guilherme Bergamin de Barros, Victor in the amount of BRL 2.3 billion. Dias Vieira Clementino and Leticia Telo Kitzberger, Morais & Xavier Advogados Legal Advisor Company Associados Escritorio de Advocacia Sergio Bermudes Legal Advisor Company (former) Transaction Synopsis: IMPSA missed a payment of principal and interest on its 2020 10.375% notes that was due in September 2014. Timeline - August 2014 - A Pernambuco state court declares IMPSA’s Brazilian sister company Wind Power Energia (WPE) bankrupt. November 2015 - IMPSA reached a preliminary consensus with a group of creditors to restructure its debt under an Acuerdo Preventivo Extrajudicial (APE), Argentina’s prepack agreement. IMPSA planned to exchange its defaulted bonds for new notes under the plan, and cede a stake to creditors. March 2015 - WPE submitted a plan of reorganization to restructure debt of USD 790m. The plan included negotiating a BRL 50m-BRL 70m post-petition bridge loan to resume operations. The company was also considering selling its 55% stake in Energimp. WPE’s bankruptcy proceedings will be moved to Sao Paulo courts following a successful challenge by creditor BIC Banco. April 2016 - Under the terms of a new prepack agreement, IMPSA would increase the equity stake on offer to creditors from the 40% it had originally been considering to 65%. Creditors plan to look for a buyer if they succeed in closing the prepack agreement. The plan would also include selling Enrique Pescarmona’s stake in the operation. Amendments to WPE’s plan of reorganization also involve selling its wind factory based in Cabo do Santo Agostinho for BRL 400m (USD 108m), although lenders have estimated a price tag of BRL 250m. May 2016 - IMPSA reached an agreement with the Inter-American Development Bank (IDB) to support its plan to restructure USD 1bn. The new offer includes an increase in the equity stake to creditors from 40% to 65%, while the other major aspects—regarding the two Par bonds and Discount bonds—remain unchanged. June 2016 - A court supervised meeting of creditors of IMPSA’s Brazilian sister company Wind Power Energia (WPE) failed to reach quorum. Creditor BIC Banco continued to push for a move in the bankruptcy jurisdiction from the state of Pernambuco to the state of Sao Paulo. July 2016 - IMPSA said it had reached “”consensus”” with its main creditors on restructuring USD 1bn in debt, including their receiving 65% of equity. But by late August, it had yet to file its restructuring plan with the court. September 2016 - The company said it had notified an Argentine court that creditors representing 51.51% of its debt have endorsed its USD 1bn debt-restructuring plan. December 2016 - Mendoza’s Second Court ruled in favor of the company’s petition to have a single meeting with all the holders of its various domestic bonds. These investors will now meet with the company on 20 February 2017 to vote on IMPSA’s Acuerdo Preventivo Extrajudicial (APE), which requires approval from holders of more than 66% of the company’s unsecured debt. - CEO Juan Carlos Fernandez resigned and COO Sergio Carobene became the new head. - The company said its restructuring plan had received support from creditors holding 59.6% of its debt. January 2017 - IMPSA amended the terms of the bonds that will be issued as part of the restructuring. The company plans to issue up to USD 146m in two Par bonds—one in ARS and another in USD—and up to USD 322m in two Discount bonds, also split between currency denominations. February 2017 - IMPSA received approval for its prepack restructuring agreement from creditors holding 91.7% of the debt represented at meetings on 20 and 21 February. The company needed 66% support of unsecured creditors to implement the APE. - As of February, Brazil’s Superior Court of Justice had ruled that WPE’s restructuring process should continue in Cabo de Santo Agostinho, in the state of Pernambuco, rejecting BIC Banco’s request to move it to Sao Paulo. March 2017 - As of March, WPE’s proposed plan of restructuring called for the sale of assets to pay creditors, including a wind-turbine factory in Cabo de Santo Agostinho and the company’s 55% stake in subsidiary Energimp. WPE was seeking to restructure over BRL 3bn in debt. - WPE planned to convene creditors on 13 June in Cabo do Santo Agostinho in Pernambuco state. May 2017 - IMPSA said creditors holding 69.5% of its debt approved the company’s USD 1.05bn debt-restructuring plan. Among these creditors were the Inter-American Development Bank (IDB), Bradesco and Raiffeisenbank. June 2017 - IMPSA pushed back the deadline for its USD 1.05bn debt-restructuring plan to 12 June. - A majority of creditors approved IMPSA’s USD 1.05bn debt-restructuring plan. Among creditors backing the plan were Banco de La Nacion Argentina, Banco de Inversion y Comercio Exterior, Badesul and Export-Import Bank of the United States. July 2017 - IMPSA said shareholders had approved the sale of its 30.7% stake in consortium Empresas Mendocinas para Potrerillos (CEMPPSA) to local company Abrasur for about ARS 64.9m. Creditors had also okayed the sale. August 2017 - IMPSA said shareholders had ok’d its USD 1.05bn out-of-court debt restructuring. The debt consisted of USD 250m in ARS-denominated bonds; USD 700m in cross-guaranteed liabilities with sister company WPE; and a USD 150m loan with the IDB. - WPE’s creditors agreed to postpone a meeting to 17 Octobers. The delay was designed to give WPE more time to negotiate tax liabilities blocking the sale of its industrial facility in Brazilian city of Cabo de Santo Agostinho. - IMPSA named Daniel Rivera its CFO. He will guide the Argentine company through the final steps of its USD 1.05bn restructuring. September 2017 - As of late September, IMPSA’s Brazilian sister company WPE filed an amended reorg plan that details the sale of assets, including a wind-turbine factory, a unit manufacturing parts for hydro-electric plants and shares of parent Venti. Under the plan, 90% of the proceeds from the Venti stake would be allocated to paying creditors holding secured debt as well as those with out-of-court claims that had agreed to restructure under bankruptcy-court supervision. - IMPSA said a bankruptcy court in Argentina had approved its USD 1.05bn, out-of-court restructuring agreement. January 2018 - Lenders of IMPSA’s Brazilian sister company WPE agreed to postpone their court-supervised meeting to discuss the company’s restructuring until 19 March. The adjournment came at the request of savings bank Caixa Economica Federal, which is owed money by WPE subsidiary Energimp. The parent guarantees the subsidiary’s debt, which means Caixa needs WPE creditors to approve a deal it had reached with Energimp. The bank was seeking that approval prior to a creditors meeting. March 2018 - WPE lenders approved the company’s plan of reorganization, with 78.83% voting in favor. Under the plan, proceeds from the sale of assets will be used to repay secured and unsecured lenders. Divestments included parent company Venti’s controlling stake in WPE, the company’s wind-power plant and its 55% stake in subsidiary Energimp.