Clifford Chance has advised the financial creditors involved in the sixth and final stage of Polimex Mostostal's financial restructuring.
Among Clifford Chance's clients are PKO Bank Polski, Bank Pekao, Bank Ochrony Srodowiska, Bank Millennium, Bank Gospodarstwa Krajowego, Agencja Rozwoju Przemyslu, TF Silesia, and BTK. According to the firm, the process of restructuring Polimex Mostostal's debt, with an aggregate value of approximately PLN 2 billion, began with the negotiation and signing of a standstill agreement in 2012, with an “unprecedented number of 48 financial creditors (14 banks and 34 bondholders) actively participating in the process were parties. This was also the first transaction in Poland in which banks and bondholders jointly became parties to a standstill agreement. Subsequently, a slightly reduced number of banks also entered into a financial debt service agreement. During this stage, some of the banks granted Polimex Mostostal a new super senior guarantee line secured with security deposits, for the purpose of financing the group's future projects.”
The next two stages of the process took place in 2013 and 2014 and covered such aspects as additional financing for the group by way of the sale of redundant assets, the implementation of a new strategy requiring a comprehensive review, and change of terms of financing, including the recapitalization of Polimex Mostostal by way of a subscription by, among others, Agencja Rozwoju Przemyslu S.A. of new convertible bonds, and a debt/equity swap of existing bonds and creditors claims.
In 2017 control over the Company was acquired by strategic investors ENEA S.A., Energa S.A., PGE Polska Grupa Energetyczna S.A., and PGNiG Technologie S.A. This was connected with the next stage of the financial debt restructuring, involving the rearrangement of the existing loan and bond financing, the issue of new convertible bonds and procuring a new guarantee line from, among others, Bank Gospodarstwa Krajowego S.A.
According to Clifford Chance, the next stage of intensified work took place towards the end of 2019, when Polimex Mostostal received guarantee financing from Bank Ochrony Srodowiska S.A. and Bank Gospodarstwa Krajowego for Project Pulawy. The new financing needed to be incorporated into the existing multi-tier debt financing structure by introducing a number of changes to the existing credit, bond, and guarantee documentation, as well as the arrangement of inter-creditor relationships with the existing creditors based on an inter-creditor agreement.
Finally, Clifford Chance reports that the debt restructuring process was “crowned with the signing of documentation concerning the full repayment of the credit liabilities and the transfer of the remaining loan and guarantee debt to bilateral agreements with creditors, resulting in the expiry of the debt service agreement dated December 21, 2012. During this stage, Polimex Mostostal obtained three new guarantee lines.”
Clifford Chance’s team included Partner Milosz Golab, Senior Associate Mateusz Chmura, and Associate Mateusz Ciechomski.