Kirkland & Ellis advised the Selecta group (the Group), Europe’s leading route-based unattended self-service retailer, providing coffee and convenience food solutions in the workplace and in public spaces, in relation to its successful recapitalisation, effective 29 October 2020.
The COVID-19 pandemic has negatively affected the Group’s business, given that the Group’s revenue is ultimately driven by people spending time at their workplace and footfall in travel hubs such as train stations.
The transaction involved the recapitalisation of three series of senior secured notes, in aggregate principal amount of €1.24 billion plus CHF 250 million, and was implemented using an English scheme of arrangement. The single-class scheme received the support of 100% of noteholders who voted and was sanctioned on 27 October. On 29 October, new first lien and second lien notes were issued by the Group in connection with the scheme of arrangement.
In parallel, a €150 million revolving credit facility (with a group of bank lenders) was amended with unanimous consent, via an amendment and extension agreement. KKR also advanced €125 million of new capital to the Group, in addition to the existing €50 million liquidity facility advanced in March 2020 by affiliates of the Group’s sponsor, KKR (which will be exchanged for equity in a parent company of the Group).
The governing law of the Group’s original notes was changed from New York law to English law, and a co-issuer was added via execution of a supplemental trust deed, in order to facilitate access to the English scheme jurisdiction. Recognition of the scheme of arrangement was obtained under chapter 15 of the U.S. Bankruptcy Code on 30 October, marking the first time that both the scheme company and the original notes issuer have successfully applied for such recognition.
The Kirkland team was led by restructuring partners Kon Asimacopoulos and Lisa Stevens in London, assisted by associate Kai Zeng; David Seligman in Chicago and Neil Herman in New York; capital markets partners Matt Merkle and Antoine Lebienvenu in London, assisted by associate Serguei Chevtchenko; debt finance partners Sam Norris and Lloyd Jones in London; derivatives partner Jaime Madell in New York and transactional partner Aprajita Dhundia in London.