DC Advisory advised an ad-hoc group of noteholders on the comprehensive restructuring of the €340M capital structure of the Frigoglass Group

Background

• Frigoglass Group (Frigoglass) is one of the global leaders in the ice-cold merchandisers market, and the principal supplier of glass packaging in the high growth markets of West Africa

• Despite Frigoglass’ solid growth prospects, its earnings and liquidity were negatively impacted by two events outside of the management’s control. First, by a fire incident at a key European production facility, followed by loss of sales and operational disruption due to the Russia / Ukraine conflict

• As result, Frigoglass engaged its creditors on a new money requirement and on creating a more sustainable capital structure compared to the existing €260M senior secured notes due 2025 and approximately €80M in bank debt at the level of the operating subsidiaries

Process

• DC Advisory acted as financial advisor to the ad-hoc group of noteholders of the €260M senior secured notes due 2025 in relation to a consensual restructuring

• The ad-hoc group provided Frigoglass with €55M of bridge financing, facilitated the reconstruction of the European production facility, and provided a stable platform to complete the transaction

• A consensual security enforcement process that included Dutch share pledge enforcement was implemented with the support of the ad-hoc group and the majority shareholder

• Certain noteholders elected to participate in €75M of first ranking new senior secured notes due 2026 that were underwritten by the ad-hoc group

• €150M of second ranking senior secured notes due 2028 were distributed in partial repayment of the existing notes, with the remainder converted into equity

Outcome 

• The Noteholders became the ultimate owners of 85% of share capital of the new Frigoglass Group through newly incorporated UK companies, with the remaining 15% owned by former holding entity Frigoglass S.A.I.C.
• This transaction enables Frigoglass to focus on executing its business plan and growth strategy. The management’s efforts will be supported by a sustainable capital structure, improved liquidity, reduced cash interest and an extended maturity profile
• Weil, Gotshal & Manges acted as legal advisor to the ad-hoc group and ALPHACAP Partners Ltd acted as co-financial advisor, providing local expertise

“We are delighted to have assisted the ad-hoc group on this complex restructuring. The new capital structure will enable the company to deliver on its turnaround strategy”

Michael Romanos
Executive Director, DC Advisory