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Complex scheme proposal for Emeco restructure

Complex scheme proposal for Emeco restructure

The global restructure of ASX-listed company Emeco Holdings has involved a complicated scheme of arrangement.

Firms: Baker McKenzie (Emeco Holdings Ltd); Gilbert + Tobin and Sullivan & Cromwell (ad hoc committee of Emeco Noteholders); King & Wood Mallesons (Orionstone); Ashurst (Orionstone secured creditors); Madgwicks (Andy’s); Allens Linklaters (ANZ); Clayton Utz (Bank of New York Mellon)

Deal: Emeco Holdings Ltd (EHL) has undertaken a global restructure.

Value: $686 million  

Area: Finance

Key players: The Bakers team advising EHL was led by partner Bryan Paisley.

Deal significance: EHL’s global restructure involved a recapitalisation, as well as merger of the company with Andy’s Earthmovers and Orionstone.

Baker McKenzie lead partner Bryan Paisley said that the transaction, while complex from a legal standpoint, resulted in a “great outcome for both the shareholders and secured creditors of Emeco, Orionstone and Andy's.”

"Drawing a scheme booklet together and lodging it within three weeks of the initial announcement with ASIC was extraordinary, given the complexity of the scheme proposal and the fact it needed to cover the merger of Orionstone and Andy's,” Mr Paisley said.

The recapitalisation was executed by way of a creditors’ scheme of arrangement, sanctioned by the court under s 411 of the Australian Corporations Act. EHL’s recapitalisation took place in relation to US$280 million senior secured 2019 notes.

A statement released by Bakers, who advised EHL on the transaction, said that the scheme saw current noteholders received new senior secured 2022 notes for 80 per cent of their debt with the remaining 20 percent coming from equity in EHL.

The merger finalised on 31 March and saw EHL acquire Andy’s, with shareholders receiving equity in EHL. As part of the deal, Andy’s secured creditors had the option of voluntarily exchanging their debt, as Emeco noteholders, on the same 80 per cent 2022 senior secured notes of 20 per cent EHL equity basis.

EHL also undertook an underwritten rights offer for AU$20 million and entered into a new AU$65 million revolving loan facility.

Adding to the complexity, Mr Paisley added: “The matter had a large cross-border component involving a restructure of New York law governed bonds issued by ASX-listed Emeco Holdings and held via the Depository Trust Company.”

The work involved Baker McKenzie lawyers in Sydney, New York, Chicago, Singapore, London, Santiago and Houston, across various practice groups in assisting Mr Paisley.

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