Cuatrecasas, Gonrcalves Pereira has advised one of the coordinating institutions on the process for the acquisition of NATRA debt and on the design and implementation of the refinancing, including the execution of a lock-up agreement.
The refinancing has entailed the corporate restructuring of the NATRA GROUP, in which a Midco company was established (fully-owned by NATRA, S.A.) to which all material subsidiaries were contributed. In this manner, the financial debt was split into (i) "Midco debt," which included (a) the most sustainable debt in its Tranche A (which grouped the bridge financing granted as of the 2013 refinancing and any additional liquidity requirements) and (b) part of the debt deriving from the 2013 refinancing in its Tranche B; and (ii) "Holdco debt or NATRA, S.A. debt."
The original NATRA creditors accepted the cancellation of their guarantees prior to the 2015 refinancing (including the foreign guarantees in Belgium, France and Canada) so that the Midco debt could benefit from first-ranking guarantees, while the Holdco debt and hedges benefited from second and third-ranking guarantees. The regulation among the creditors of various debts was implemented by means of an intercreditor agreement.
With respect to issuing debentures , it was envisaged that if the NATRA shareholders did not subscribe the bonds, certain Midco debt creditors would subscribe them by offsetting their debt with NATRA. Issuing debentures is secured with a first-ranking pledge on 100% of the Midco equity shares (concurrent with the pledge on the Midco equity shares in favour of the Holdco debt creditors).
Likewise, once the transaction was designed and the essential characteristics arranged among the NATRA GROUP, the agent and the two main creditors, a lock-up agreement was executed to attain certain commitments for refinancing the debt by the NATRA Group, regulate the system for debt assignment during the refinancing negotiation process and establish a monitoring commission and other commitments by the NATRA GROUP.
This restructuring has achieved the accession by all creditor institutions to the refinancing, the retention of key staff (as well as the obligation to appoint a "restructuring adviser" under certain circumstances) and the optimization of the NATRA GROUP debt structure that had led the company to subscribe several refinancing and bridge debts in a few years.