Loyens & Loeff advised the syncreon group in its successful debt restructuring
In October 2019, syncreon Group Holdings B.V. completed the restructuring of its group through an English scheme of arrangement. The syncreon restructuring is described in the market as the first English scheme of arrangement for an international organisation primarily based in the United States and headquartered in the Netherlands.
The syncreon restructuring
The syncreon group is a large, globally operating player in supply chain services. Its main holding entities as well as certain operating entities are based in the Netherlands. The Dutch subsidiary syncreon Group B.V. and its English subsidiary, syncreon Automotive (UK) Ltd, filed the applications for the English scheme of arrangement. The scheme was recognised through chapter 15 recognition proceedings in the United States and CCAA recognition proceedings in Canada. The restructuring has led to a substantive reduction of syncreon’s funded debt. Syncreon (i) reduced its approximately $1.1 billion of funded debt by approximately $690 million, (ii) fully repaid its existing ABL facility, (iii) was granted additional liquidity by an ad hoc group of lenders for the amount of $125.5 million, and (iv) was granted a new $135 million ABL facility.
Relevant in the syncreon restructuring is that a Dutch entity was a party to this English scheme of arrangement. An English scheme of arrangement is an effective restructuring tool provided under English law. Currently there is no Dutch equivalent for a scheme of arrangement, albeit there is a draft bill pending in the Netherlands to implement such. This is the draft bill on court sanctioning private composition to avoid bankruptcy (de Wet homologatie onderhands akkoord ter voorkoming van faillissement), which may be implemented in the course of 2020 if no issues come up during the legislative process.
Added value from Loyens & Loeff
Together with the US and the UK offices of lead counsel Weil, Gotshal & Mangles LLP, Loyens & Loeff acted as counsel to syncreon Group B.V. and syncreon Netherlands Holding B.V. Over the last year we advised syncreon on several Dutch law matters in its complex debt restructuring, whereby we were able to leverage our involvement in many recent large and complex cross border restructurings. In advising the group, we added value by our integrated approach, putting together a team of corporate law, tax, finance and litigation experts.
Loyens & Loeff team was led by restructuring partner Vincent Vroom, with the support of Joris Dunki Jacobs, Kim de Bruijn and Julie van Wassenaer (Restructuring & Insolvency), Bastiaan Kemp (Litigation & Risk Management), Freek Hilberdink, Jelmer Kalisvaart and Tabitha Timisela (Corporate Amsterdam), Guy Palmaers and Vera Pavelka (Corporate Luxembourg) Martijn Schoonewille, Jenna Athaulla, Sharita Willigenburg and Narda Kooij (Banking & Finance), Michiel Beudeker and Erik Kastrop (Investment Management / Tax).
Vincent VroomPartner Attorney at law
Vincent Vroom, attorney at law, is chairman of the Litigation & Risk Management Group. He specialises in restructuring and insolvency matters. He handles a range of issues in restructuring cases whether they arise within the courtroom or outside.T: +31 20 578 59 84 M: +31 6 51 26 63 19 E: [email protected]
Bastiaan KempSenior associate Attorney at law
Bastiaan Kemp, attorney at law, is a member of the Litigation & Risk Management practice group in our Amsterdam office. He focuses on corporate law, including corporate governance and corporate litigation.T: +31 20 578 50 46 M: +31 613 85 43 31 E: [email protected]
Freek HilberdinkPartner Civil Law Notary
Freek Hilberdink, partner, is a member of the Corporate practice group in our Amsterdam office. He specialises in providing corporate advice on all aspects of national and international mergers, acquisitions, restructurings and joint ventures, with a strong focus on private equity transactions and management buyouts. He is a member of the Private Equity team.T: +31 20 578 52 09 M: +31 6 23 27 57 92 E: [email protected]
Erik KastropAssociate Tax adviser
Erik Kastrop, tax adviser, is a member of the Investment Management practice group in our London office. He focuses on cross-border tax aspects involving the Benelux countries, Italy and the United Kingdom.T: +44 20 78 26 30 72 M: +44 7879 60 79 77 E: [email protected]
Guy PalmaersPartner Attorney at law / Avocat à la Cour
Guy Palmaers, partner, is a member of the Corporate Practice Group in our Luxembourg office. He focuses on mergers and acquisitions, cross-border corporate restructurings and general counselling on corporate and securities law matters.T: +32 2 743 43 31 / +352 466 230 446 E: [email protected]
Vera PavelkaSenior Associate Attorney at law
Vera Pavelka, senior associate, is a member of the Corporate Practice Group in our Luxembourg office. She focuses on domestic and cross-border corporate restructurings, mergers & acquisitions, and private equity transactions.T: +352 466 230 212 E: [email protected]