Hogan Lovells’ London restructuring team led by partner Alex Kay has acted as lead transaction counsel and advisor to the ad hoc committee of Noteholders in the successful, landmark US$1 billion restructuring of Mriya Ago, the Ukrainian agricultural conglomerate.

Completion of the restructuring is the culmination of a multiyear process which has resulted in the first example of creditors taking control of a Ukrainian corporate. Continue Reading Successful completion of financial and corporate restructuring of Mriya Agro

Hogan Lovells’ London restructuring team led by partner Tom Astle assisted our clients, lenders of a €1.06bn priority funding loan, with distressed Croatian retail giant Agrokor’s proposed restructuring settlement plan which was voted for unanimously at a meeting of key creditors in Zagreb this week on 19 June 2018.

Having an agreed settlement plan is a breakthrough stage in the process and paves the way for one of the biggest restructurings in the world so far this year. The settlement plan will now be put to the wider creditor vote, requiring 66⅔ by value to approve, before being submitted to the Commercial Court of Zagreb for approval prior to 10 July 2018.

Continue Reading Distressed Croatian retail giant Agrokor d.d moves step closer to restructuring

Hogan Lovells is representing Scottish Re in the implementation of a sale and restructuring plan for its Cayman Islands subsidiary, Scottish Annuity & Life Insurance Company (Cayman) Ltd. (SALIC), and SALIC’s U.S. subsidiary, Scottish Holdings, Inc. (SHI). The sale and restructuring plan is being implemented through the commencement by SALIC and SHI of U.S. Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware on January 28, 2018. The comprehensive restructuring of the companies’ debt and equity obligations is one of very few foreign insurance companies to seek relief under U.S. federal bankruptcy law.

The Hogan Lovells team is led by Business Restructuring and Insolvency practice partner Peter Ivanick, and also includes Lynn Holbert, John Beck, and Sean Feener.

For more details of the sale and restructuring please see Scottish Re’s press release.

This article first appeared in the Summer 2017 edition of Recovery Magazine and is published here with their kind permission.

The Companies Act scheme of arrangement – now set out in part 26 of the Companies Act 2006 (CA 2006), has come a long way.  Long gone are the times when schemes of arrangement – never an Insolvency Act process – were merely seen as tools for implementing solvent reorganisations. Schemes of arrangement are nowadays one of the most favoured means for rescheduling, reorganising or otherwise compromising the liability of companies to their creditors in complex multijurisdictional restructurings.

English schemes are popular because of the breadth and flexibility of the legislative provisions and their low jurisdictional threshold. Additionally, the courts take a robust and pragmatic approach to the proponents and opponents of the part 26 process. This article summarises four examples of that pragmatism in action.  Click here to read the full article.

 

In order to promote a “rescue culture”, the Transfer of Undertakings (Protection of Employment) Regulations 2006 – better known as TUPE –  says that where the transferring business is the subject of bankruptcy or insolvency proceedings instituted “with a view to the liquidation of the assets of the transferor”, the employees will not transfer and any dismissals connected with the transfer are not automatically unfair.

The wording of this insolvency exemption is contained in the European Acquired Rights Directive from which TUPE is derived. In Federatie Nederlandse Vakvereniging v Smallsteps BV the European Court was asked to decide if a pre-pack sale – designed to prepare the business transfer in advance so as to allow a swift re-launch once the insolvency had been declared – fell within this exemption.  The decision was published on 22 June, click here to read our note on the case.

The Singapore Companies Act (Amendment) Act 2017 (the ”Act”) significantly overhauls Singapore’s corporate rescue and restructuring framework. In doing so, Singapore has adopted a number of key features from Chapter 11 of the US Bankruptcy Code.  This client alert highlights the main amendments of the Act that corporate debtors, lenders and distressed investors should be aware of.  In particular the Act now provides: 

1. better accessibility to Singapore’s corporate rescue and restructuring framework for foreign companies;

2. US Chapter 11 style rescue/DIP financing;

3. enhanced moratoriums with extra territorial effect;

4. increased disclosure, cram-downs and prepacks; and

5. for the adoption of UNCITRAL Model Law. 

There is no doubt that the introduction of this Act greatly improves the legal framework for debt restructurings in Singapore. We envisage that this Act will put Singapore firmly on the map as a key centre for international debt restructurings providing debtors, lenders, alternative capital providers and distressed investors access to internationally recognised and highly familiar restructuring tools and techniques.  The amendments discussed in this client alert came into effect on 23 May 2017.  Read our alert, Singapore Insolvency and Restructuring Reforms

 

In one of the most significant decisions relating to schemes of arrangement in Australia in recent years, the New South Wales Court of Appeal has dismissed an appeal challenging the composition of classes of creditors in the Boart Longyear restructuring.

The decision significantly widens the extent to which creditors within the same voting class may be treated differently, both in terms of their existing rights and their rights under the proposed scheme. As a result, the decision may lead to greater flexibility for stakeholders and distressed companies seeking to devise restructuring plans via scheme of arrangement. Continue Reading New South Wales Court of Appeal upholds Boart Longyear scheme classes decision

The Singapore parliament recently passed a bill bringing in U.S. Chapter 11-inspired changes to its debt-restructuring framework, including provisions allowing (i) courts to approve financing with priority ahead of existing senior secured facilities; (ii) courts to approve a scheme even if there are dissenting creditor classes; and (iii) international assistance proceedings.

These provisions borrow heavily from the existing provisions in the U.S. Bankruptcy Code.

In light of these changes and the impact on future restructurings, we hosted a webinar on the current and coming use of U.S. Chapter 11 and Chapter 15 proceedings in Asian restructurings.

Some of the topics discussed included:

  • Why Asian debtors might look to a Chapter 11 solution over other procedures such as Schemes of Arrangements;
  • How the equivalent provisions in the U.S. Bankruptcy Code are applied and the key concepts parties will need to be familiar with; and
  • The likely need for U.S. counsel to provide expert testimony in Singapore proceedings regarding the application and interpretation of the new U.S.-based provisions.

Click here to view the webinar.

In seiner lange erwarteten Entscheidung zur Verfassungsmäßigkeit von § 8c KStG, der Vorschrift zum Verlustuntergang bei Beteiligungswechseln, hat das Bundesverfassungsgericht (“BVerfG”) am 29. März 2017 eine Entscheidung getroffen (2 BvL 6/11), die jetzt bekannt gemacht wurde. Das BVerfG hält § 8c Abs. 1 Satz 1 KStG für verfassungswidrig.

Continue Reading Totgesagte leben langer – Steuerverluste ab 2008 doch nicht verloren