White & Case Advises on Concordia US$3.7 Billion Restructuring
Global law firm White & Case LLP has advised the ad-hoc group of secured creditors of Concordia International Corp. (Concordia) on its US$3.7 billion recapitalization.
"Our work on the Concordia transaction, as well as other complex restructurings involving enterprises that have material debt obligations, assets, operations and stakeholders in multiple jurisdictions, such as the recently completed reorganization of deep-sea drilling giant, Seadrill, demonstrates the value we can deliver to our clients from the realization of our long-standing firm vision of delivering seamless, comprehensive legal services to our clients on a global basis," said White & Case partner Thomas E Lauria, the Global Head of White & Case's Financial Restructuring and Insolvency practice. "Not only did the transaction require our global reach, it also required us to deploy a team that encompassed multiple areas of expertise working together as a cohesive unit to get the deal done."
"This deal illustrates our ability to combine our global restructuring, finance and regulatory capabilities with our deep knowledge of the pharmaceutical industry," said White & Case partner Christian Pilkington, who co-led the Firm's deal team and heads the Financial Restructuring & Insolvency team in EMEA. "We have significant bankruptcy and restructuring experience in the US and Europe, allowing us to provide consistent transatlantic support to our clients. In addition to our involvement in Seadrill's international reorganization as mentioned by Thomas, the Concordia deal follows our involvement in the recent transatlantic restructuring of Oi."
Concordia, a publicly listed international generics pharmaceuticals business with sales in more than 90 countries, faced a number of key issues prior to the launch of its restructuring, including:
- increased competitive pressures, particularly in relation to its North American business;
- regulatory focus on past business practices; and
- a significant debt burden resulting from its previous acquisition-focused growth strategy.
Following lengthy negotiations between Concordia, its creditors and other key stakeholders in the business, the recapitalization, which was implemented by way of a court approved plan of arrangement pursuant to the Canada Business Corporations Act (CBCA), received overwhelming support from each creditor class.
It reduces Concordia's total debt from around US$3.7 billion to approximately US$1.4 billion and allows Concordia to benefit from US$586.5 million of new money injected by way of a private placement share sale. It also allows Concordia to execute its future strategy of acquiring specific products and companies to realize short and medium term growth, to achieve longer term value.
The debt restructuring was a particularly complex exercise due to the nature of Concordia's business and assets, and the multiple jurisdictions in which it operates. Implementation of the agreed restructuring deal involved the innovative use of the CBCA to conduct an all-encompassing balance sheet restructuring of New York law-governed debt and to facilitate the injection of significant amount of new equity capital.
The White & Case team that advised on the transaction was led by partners Christian Pilkington, Ben Davies (both London), Thomas Lauria (New York and Miami) and Harrison Denman (New York), and included partners Philip Trillmich (London), Kenneth Suh, David Joyce, David Johansen, Holt Goddard, David Dreier (all New York), James Killick (Brussels) and Anthony Vasey (Hong Kong), and associates Morvyn Radlow, Grant Clemson, Misha Ross, Aqeel Kadri, Joanne Abbott (all London), Adam Cieply, John Ramirez, Anastasiya Lisovskaya, Jason Woolmer, Adam Plotkin, Celeste Jackson, Thomas Green (all New York) and Jennifer Hedges (Hong Kong). The White & Case team worked alongside Canadian law firm Osler, Hoskin & Harcourt LLP and Houlihan Lokey as financial adviser.
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