Weil advises noteholders on comprehensive recapitalisation of OHL Group


Restructuring Weil advises noteholders on comprehensive recapitalisation of OHL Group Feb 14, 2025 Contributor(s) Matt Benson Jonathon New Yalini Ravi Weil advised an ad-hoc group of noteholders (the “Ad-Hoc Group”) in relation to the comprehensive recapitalisation of Obrascón Huarte Lain, S.A., a multinational construction and civil engineering group (“OHL Group”) headquartered in Spain. The recapitalisation was completed on 13 February 2025 and was implemented on a fully consensual basis. The comprehensive recapitalisation transaction included the following key features: (Capital Increase) OHL Group raising €150,000,000 in additional share capital, comprising: (i) €70,000,000 raised from new anchor investors through a share capital increase excluding preferential subscription rights, and (ii) a fully subscribed €80,000,000 share capital increase from existing shareholders; (Notes Partial Pay down and Maturity Extension) a material pay down of the notes in the amount of €139,010,795.64, and the amendment and extension of the maturity of the remaining notes to December 2029. Following implementation, the aggregate principal amount of €327,697,631.88 notes remains outstanding; (Cash Collateral Release and Bonding Lines Extension) the partial release of certain cash collateral which secured the multi-product syndicated financing agreement and certain bilateral bonding lines for an aggregate amount of €100,000,000, and the amendment and extension of the maturity of the OHL Group’s material bonding lines (for an initial period of 12 months, followed by two further automatic 12 month maturity extensions, subject to satisfaction of certain conditions); and (ICO Facility Repayment) OHL Group repaid and cancelled its €40,000,000 bridge facility (backed by the Instituto de Crédito Oficial) which was incurred in May 2023. The OHL Group also implemented certain governance changes following implementation of the initial €70,000,000 share capital increase. The comprehensive recapitalisation transaction provides the OHL Group with material deleveraging and extended debt maturities , which will enable the group to focus on building its core business through investment in new projects with appropriate access to new bonding/guarantee facilities. For noteholders, the transaction provides a material partial paydown of the notes. The Weil team was led by Restructuring partner Matt Benson and High Yield partner Andrew Hagan. They were supported by counsels Jonathon New, Angela Ryu, and Michael McDonald, and associates Awen Carnot and Yalini Ravi. Weil worked with Spanish law firm, Cuatrecasas, and financial advisers, PJT, on the deal. About OHL Group The OHL Group is a global infrastructure group operating in 30 countries, with more than 20,000 employees and a strong presence in Europe, Latin America and North America. The OHL Group is a leading international player in the construction and management of infrastructure projects, including dams, hospitals, railways and maritime projects on behalf of clients in the public and private sectors. About Weil Founded in 1931, Weil, Gotshal & Manges LLP has been a preeminent provider of legal services for more than 80 years. With approximately 1,100 lawyers in offices on three continents, Weil has been a pioneer in establishing a geographic footprint that has allowed the Firm to partner with clients wherever they do business. The Firm’s four departments, Corporate, Litigation, Restructuring, and Tax, Executive Compensation & Benefits, and more than two dozen practice groups are consistently recognized as leaders in their respective fields. Contributor(s) Matt Benson Partner London +44 20 7903 1009 matt.benson@weil.com Bio on Weil.com Jonathon New Counsel London +44 20 7903 1463 jonathon.new@weil.com Bio on Weil.com Yalini Ravi Associate London +44 20 7903 1160 yalini.ravi@weil.com Bio on Weil.com More from the Weil European Restructuring Blog Court Judgments, Restructuring Sino-Ocean Restructuring Plan sanctioned: shareholders benefit from first cram-across of pari passu creditors Feb 17, 2025 Contributor(s) Neil Devaney Andrew J. Wilkinson Natasha Ayres Matt Benson Lois Deasey Jenny Davidson Gemma Sage Mark Lawford Cross-border, Market Trends, Restructuring The Weil European Distress Index Jan 16, 2025 Contributor(s) Andrew J. Wilkinson Neil Devaney Jean-Dominique Daudier de Cassini Céline Domenget-Morin Britta Grauke Gerhardt Schmidt Court Judgments, Restructuring Motor finance: FCA publishes new complaint handling rules for ‘non-discretionary commission arrangements’, following recent court judgments Dec 20, 2024 Contributor(s) Neil Devaney Andrew J. Wilkinson Natasha Ayres Matt Benson Lois Deasey Jenny Davidson Mark Lawford Gemma Sage This website is maintained by Weil, Gotshal & Manges LLP in New York, NY © 2020 Weil, Gotshal & Manges LLP, All Rights Reserved. The contents of this website may contain attorney advertising under the laws of various states. Quotation with attribution is permitted. This publication is provided for general information purposes only and is not intended to cover every aspect of the purpose for the law. The information in this publication does not constitute the legal or other professional advice of Weil London or the authors. 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Restructuring

Weil advises noteholders on comprehensive recapitalisation of OHL Group

Contributor(s)

Matt
Benson

Jonathon
New

Yalini
Ravi

Weil advised an ad-hoc group of noteholders (the “Ad-Hoc Group”) in relation to the comprehensive recapitalisation of Obrascón Huarte Lain, S.A., a multinational construction and civil engineering group (“OHL Group”) headquartered in Spain. The recapitalisation was completed on 13 February 2025 and was implemented on a fully consensual basis.

The comprehensive recapitalisation transaction included the following key features:

(Capital Increase) OHL Group raising €150,000,000 in additional share capital, comprising: (i) €70,000,000 raised from new anchor investors through a share capital increase excluding preferential subscription rights, and (ii) a fully subscribed €80,000,000 share capital increase from existing shareholders;

(Notes Partial Pay down and Maturity Extension) a material pay down of the notes in the amount of €139,010,795.64, and the amendment and extension of the maturity of the remaining notes to December 2029. Following implementation, the aggregate principal amount of €327,697,631.88 notes remains outstanding;

(Cash Collateral Release and Bonding Lines Extension) the partial release of certain cash collateral which secured the multi-product syndicated financing agreement and certain bilateral bonding lines for an aggregate amount of €100,000,000, and the amendment and extension of the maturity of the OHL Group’s material bonding lines (for an initial period of 12 months, followed by two further automatic 12 month maturity extensions, subject to satisfaction of certain conditions); and

(ICO Facility Repayment) OHL Group repaid and cancelled its €40,000,000 bridge facility (backed by the Instituto de Crédito Oficial) which was incurred in May 2023.

The OHL Group also implemented certain governance changes following implementation of the initial €70,000,000 share capital increase.

The comprehensive recapitalisation transaction provides the OHL Group with material deleveraging and extended debt maturities , which will enable the group to focus on building its core business through investment in new projects with appropriate access to new bonding/guarantee facilities. For noteholders, the transaction provides a material partial paydown of the notes.

The Weil team was led by Restructuring partner Matt Benson and High Yield partner Andrew Hagan. They were supported by counsels Jonathon New, Angela Ryu, and Michael McDonald, and associates Awen Carnot and Yalini Ravi. Weil worked with Spanish law firm, Cuatrecasas, and financial advisers, PJT, on the deal.

About OHL Group

The OHL Group is a global infrastructure group operating in 30 countries, with more than 20,000 employees and a strong presence in Europe, Latin America and North America. The OHL Group is a leading international player in the construction and management of infrastructure projects, including dams, hospitals, railways and maritime projects on behalf of clients in the public and private sectors.

About Weil

Founded in 1931, Weil, Gotshal & Manges LLP has been a preeminent provider of legal services for more than 80 years. With approximately 1,100 lawyers in offices on three continents, Weil has been a pioneer in establishing a geographic footprint that has allowed the Firm to partner with clients wherever they do business. The Firm’s four departments, Corporate, Litigation, Restructuring, and Tax, Executive Compensation & Benefits, and more than two dozen practice groups are consistently recognized as leaders in their respective fields.