The NSW Supreme Court’s approval of the Re-domiciliation Scheme enabled the full restructure to be implemented
Top firms MinterEllison, Clifford Chance and Gilbert + Tobin (G+T) have confirmed their advisory roles in the complex $1.1bn restructure of Boart Longyear Limited (BLY).
MinterEllison assisted Centerbridge Partners, L.P, BLY’s largest single shareholder, while Clifford Chance and G+T guided an ad hoc group of creditors.
The NSW Supreme Court’s approval of the Re-domiciliation Scheme on 28 September was the final approval needed for the full restructure of BLY to be implemented, as per the restructuring support agreement entered into by BLY, Centerbridge and key supporting creditors back in May, MinterEllison said.
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“Successful implementation required the consent of the required majority of creditors through two creditor schemes of arrangement and Boart Longyear shareholders, approval from the Supreme Court of NSW and recognition by the USA Court under Chapter 15 of the US Bankruptcy Code,” the firm said.
MinterEllison added that the transaction is “one of the largest and complex restructures of its kind involving a debt for equity swap.”
“This was a highly complex restructure that comprised of inter-conditional creditor schemes, a US$830m debt for equity conversion, and a re-domiciliation scheme of arrangement to change BLY's corporate domicile to Canada, given the company's large North American presence,” MinterEllison explained.
A buy back alternative was in place for shareholders to sell up to a limit of US$2.5m if they did not want to receive shares in the new Canadian parent company. Clifford Chance explained that the restructuring also involved the creation of a new US$115m term loan facility.
Moreover, the creditors, BLY and Centerbridge entered into director nomination agreements in relation to ongoing board nomination rights.
“By utilising this scheme of arrangement approach, the restructure could be successfully undertaken in a way that employees, customers and suppliers were not impacted as the business was able to continue trading as usual," said MinterEllison partner Ron Forster, who co-led the firm’s team on the transaction. "MinterEllison is proud to have supported Centerbridge on this complex transaction, which enabled Boart Longyear to restructure its balance sheet and create a favourable path forward for the company which now has low gearing levels.”
Senior associate Suzie Losanno helmed the team alongside Forster. They were supported by partners Michael Scarf and Michael Hughes, as well as senior associate Anthony Sommer.
Partner Adrian Varasso and special counsel Robert Yunan from the tax team pitched in as well, as did partner David Moore and lawyer Annabel Roden from the regulatory team. Additional input on the finance aspects was provided by partner James Mok and associate Adrian Low.
Clifford Chance’s team on the deal was headed by partner David Clee, who was supported by partner Elizabeth Hill, senior associate Cameron Reeves and associate Michael Fitzpatrick. They worked together with G+T’s team and with New York-headquartered firm Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Restructuring and insolvency partner Dominic Emmett led G+T’s team. He was assisted by lawyer Peter Madden.
*Written with assistance from Ivan Feril