Clifford Chance assisted OT Logistics in Successful Financial and Operational Restructuring
Clifford Chance advised OT Logistics S.A., the leading provider of transport, forwarding and logistics services in Poland
Clifford Chance assisted OT Logistics in Successful Financial and Operational Restructuring Clifford Chance advised OT Logistics S.A., the leading provider of transport, forwarding and logistics services in Poland, in a successful operational, asset and financial restructuring. The last restructured financial debt of OT Logistics S.A. was fully repaid on March 29, 2023, using...
Clifford Chance assisted OT Logistics in Successful Financial and Operational Restructuring
Clifford Chance advised OT Logistics S.A., the leading provider of transport, forwarding and logistics services in Poland, in a successful operational, asset and financial restructuring.
The last restructured financial debt of OT Logistics S.A. was fully repaid on March 29, 2023, using funds obtained from the sale of shares in Luka Rijeka d.d., the operator of the port in Rijeka, Croatia.
Prior to the repayment, one of the shareholders of Luka Rijeka d.d., Allianz ZB d.o.o., withdrew its lawsuit against OT Logistics S.A. before the Court of Arbitration in Zagreb and the bankruptcy petition filed by it against OT Logistics S.A. to the District Court in Szczecin.
The financial debt structure of the OT Logistics Group originally comprised a syndicated loan, revolving bilateral loans, investment loans, credit facilities as guarantee limits, publicly traded bonds, privately subscribed bonds, and intra-group financings.
The restructuring process consisted of two phases. In the first phase, the financing structure was stabilised through the execution of several documents, such as the common terms, the new credit facility agreement, and the amended terms and conditions of a private bond issue. Additionally, new corporate bonds were issued, and relations with trade and investment partners were reorganised.
In the second phase, the financing conditions and the new development strategy of the OT Logistics Group were implemented, which included the divestment of assets and activities that were not aligned with the strategy and the adaptation of the financing terms to the dynamic market environment.
Finally, on March 29, 2023, the last remaining restructured financial debt of OT Logistics S.A. was repaid from the funds obtained from the sale of shares in Luka Rijeka d.d., the port operator in Croatian Rijeka, after the withdrawal of the lawsuit and bankruptcy petition by Allianz ZB d.o.o, one of Luka Rijeka d.d. shareholders.
The team at Clifford Chance provided comprehensive advice and co-advice to the OT Logistics Group throughout the entire transaction. They were involved in negotiating bilateral agreements with banks and bondholders, structuring, negotiating and implementing key terms of financial, operational and asset restructuring, as well as providing support in negotiations and agreements with commercial creditors, shareholders, stakeholders and investment partners.
The constantly evolving market situation, both globally (e.g. COVID-19 pandemic, war in Ukraine) and locally, required frequent adjustments to the terms of the financing, which included intercreditor agreements and corporate bonds subscribed by a large group of investors. As a result, the team had to react quickly to these changing circumstances and modify extensive financing documentation accordingly.
The legal advice provided by Clifford Chance involved a large team of lawyers due to the duration and complexity of the transaction.
The team consisted of lawyers from the Global Financial Markets practice and the Capital Markets Group, including Miłosz Gołąb (Partner) and Bartosz Zieliński (Lawyer), along with Katarzyna Aleksandrowicz-Dziubak (Senior Associate), Zuzanna Bartczak (Lawyer), Mateusz Chmura (Senior Associate), Mateusz Chruściak (Counsel), Artur Gładysz (Lawyer), Maksymilian Jarząbek (Senior Associate), Natalia Karasiewicz (Lawyer), Joanna Korycińska (Lawyer), Mateusz Leleno (Lawyer), Jarosław Lorenc (Counsel), Anna Miernik (Senior Associate), Grzegorz Namiotkiewicz (Partner), and Aleksandra Rudzińska (Senior Associate), among others.
The team provided support in negotiating and implementing the restructuring terms, harmonising financing with changing market conditions, and negotiating with commercial creditors, shareholders, and other stakeholders.