Jack Wolfskin A comprehensive yet fully consensual restructuring

Transcription

1 Jack Wolfskin A comprehensive yet fully consensual restructuring 12 October 2017 Wolfram Prusko, Partner, Munich All rights reserved. 1

2 1. Pre-restructuring situation Jack Wolfskin: outdoor apparel with own and franchise retail stores Main business operating entity located in Germany, foreign subsidiaries (Europe, China) Private equity transaction in 2011; A&E in 2015 Luxembourg holding structure held by PE investor English law governed debt documents 365m Senior Term Loan, 2nd Lien Term Loan, RCF Luxembourg share pledge Shareholder loans LMA style intercreditor agreement 2

3 2. Post-closing structure Restructuring led by Senior Lenders under appointment of CoCom Financial restructuring: 110m reinstated debt on operative level 25m new money on operative level Holdco debt New holding structure established and held by Senior Lenders Governance tailored for diverse equity ownership Implementation through fully consensual agreement Based on comprehensive business plan complying with German S 6 standard 3

4 3. Implementation of consensual restructuring German restructuring opinion also for consensual out-of-court deal German legal framework requiring comprehensive qualified restructuring opinion Opinion complying with S6 standard: Analysis of business and financial crisis Business viablity plan Assessment of restructuring measures, continuation outlook Timing of preparation to be aligned with implementation process Restructuring steps and structure to be covered by opinion 4

5 4. Key Learnings Consensual approach worthwhile trying very hard Professional players throughout capital structure Elaborate restructuring/enforcement regimes in relevant jurisdiction Efficient structure for German business with Lux holdco and English law finance documents Stability of business to be recognized by all stakeholders Seasonal business sales impact available liquidity and timeframe Stakeholder discussion to be sensitive about order period / trade fair events Implementation deadline driven by production and order cycle 5

6 Dr. Wolfram Prusko Dr. Wolfram Prusko is a restructuring partner in the Munich office of. His practice is focused on the representation of investors, debtors and creditors with respect to crossborder acquisitions, restructurings - particularly financial and bond restructurings - and insolvency proceedings. Wolfram also has extensive experience in litigation and international arbitration. IFLR1000 recognizes Wolfram in its 2017 Financial and Corporate Guide as a highly regarded lawyer for restructuring. Partner, Restructuring Munich, Germany t: f: wolfram.prusko@kirkland.com Representative Matters Coordinating committee of first lien lenders of Jack Wolfskin on the comprehensive financial restructuring Major shareholders of IVG in connection with the sale of Office First to Blackstone Ad hoc committee of senior bondholders of HETA ASSET RESOLUTION AG (f/k/a Hypo Alpe Adria) Ad hoc committee of SynLoan I lenders in insolvency proceedings of IVG Immobilien AG A.T.U on the cross-border financial restructuring Centerbridge as largest lender in restructuring of APCOA Group Various creditors in insolvency proceedings of Lehman Brothers Bankhaus Various creditors in insolvency proceedings of Global PVQ SE (f/k/a Q-Cells SE) Acquirer of insolvent European information systems manufacturer 6

7 Offices Beijing 29th Floor, China World Office 2 No. 1 Jian Guo Men Wai Avenue Beijing P.R. China fax Boston 200 Clarendon Street 20th Floor Boston, MA fax Chicago 300 North LaSalle Chicago, IL fax Hong Kong Kirkland & Ellis 26th Floor, Gloucester Tower The Landmark 15 Queen s Road Central Hong Kong fax Houston 609 Main Street Houston, TX fax London 30 St Mary Axe London EC3A 8AF United Kingdom fax Los Angeles 333 South Hope Street Los Angeles, CA fax Munich Maximilianstrasse Munich Germany fax New York 601 Lexington Avenue New York, NY fax Palo Alto 3330 Hillview Avenue Palo Alto, CA fax San Francisco 555 California Street San Francisco, CA fax Shanghai 11th Floor, HSBC Building Shanghai IFC 8 Century Avenue Pudong New District Shanghai P.R. China fax Washington, D.C. 655 Fifteenth Street, N.W. Washington, D.C fax 7