Future-focussed Solutions for International Hospitality Business

Carey Olsen worked with an ad hoc committee of creditors involved in the restructuring of an international casual dining group where the creditors wanted to: (a) take control of the group as it exited from a restructuring plan implemented under Part 26A of the UK Companies Act 2006; (b) reduce the group’s overall indebtedness; and (c) provide a new working capital loan facility.

26 August 2022
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The Client

An ad hoc committee of creditors involved in the restructuring of an international casual dining group.

The Challenge

The creditors wanted to: (a) take control of the group as it exited from a restructuring plan implemented under Part 26A of the UK Companies Act 2006; (b) reduce the group’s overall indebtedness; and (c) provide a new working capital loan facility.

Solution

Carey Olsen advised in respect of the establishment of a Jersey holding structure through which the creditors could take control. They also provided advice which included: an analysis of Jersey rules in respect of prospectuses/offering documents; advising on recognition of the restructuring plan in Jersey; consideration of various orphan structures; advising on bespoke constitutional documents; reviewing and inputting into the English law plan documents; and, advising on the reconstitution of the group’s existing indebtedness and the provision of new money facilities.

Results

The transaction reduced the group’s indebtedness by c.£1 billion. This is one of many similar restructurings carried out by Carey Olsen in conjunction with onshore counsel, reflecting a continuing trend that started before the Covid-19 pandemic. The choice of Jersey for incorporation of the new holding company reflects the continued usefulness of Jersey’s flexible corporate law and tax neutral environment in sectors outside traditional real estate/PE acquisition structures, which remain strong notwithstanding Covid-19.

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