Milbank LLP advised the ad hoc committee of holders of originally €200 million convertible notes issued in 2017 and originally €300 million senior unsecured notes issued in 2018 on the successful financial restructuring of Corestate Capital Holding S.A. ("Corestate"). The restructuring transaction comprised a write-down, maturity extension and collateralization of the existing notes issued in 2017 and 2018, the issuance of collateralized new super senior notes, and a reduction and subsequent increase of the share capital of Corestate, including the issuance of new shares to the investors in such collateralized new super senior notes.
Corestate is an investment manager and co-investor with approximately €17.2 billion in assets under management in its core business. Corestate is listed on the Frankfurt Stock Exchange and operates in 11 countries across Europe, with offices in Luxembourg, Frankfurt, Munich, Vienna, Zurich, Paris and Madrid.
The successful restructuring resulted in a significant deleveraging of Corestate, providing a sustainable capital structure. Corestate reduced its financial liabilities under the existing notes issued in 2017 and 2018 and the bridge financings incurred by Corestate in 2022 and 2023 from approximately €535 million to approximately €143 million. The amendments to the existing notes issued in 2017 and 2018, including the write-down of approximately 78% of par value, the collateralization and the maturity extension to 2026, had been resolved in the noteholders' meetings on 21 June 2023 in accordance with the German Bond Act (Schuldverschreibungsgesetz).
Corestate also issued €37 million collateralized new super senior notes due in 2026 to existing and new investors, thereby refinancing in aggregate €35 million bridge notes issued by Corestate in December 2022 and May 2023.
In addition, a reduction and subsequent increase of the share capital of Corestate was implemented to issue approximately 132 million new shares in Corestate, bringing the total number of shares outstanding to approximately 166.2 million. approximately 113.5 million of new shares were issued to investors in the collateralized new super senior notes.
The Milbank team that advised the ad hoc committee comprehensively on the restructuring, financing, corporate, capital markets, tax and antitrust aspects of the transaction was led by partner Mathias Eisen (Restructuring, Frankfurt) and included partners Philipp Klöckner (Capital Markets, Frankfurt), David Dixter (Capital Markets, London), Bijan Ganji (Global Risk & National Security, Washington), Yushan Ng (Restructuring, London), Thomas Kleinheisterkamp (Tax, Munich) and Rebecca Marques (Capital Markets, London), special counsels Nico Feuerstein (Capital Markets, Munich), Robert Kastl (Restructuring, Frankfurt) and Moritz Lichtenegger (Antitrust, Munich), and associates Alexander Theisen (Restructuring, Frankfurt), Mira Zimmermann (Capital Markets, Frankfurt), Isabel Langlois (Restructuring, London), Lara Milione (Finance, Frankfurt), Melanie Probst (Capital Markets, London) as well as Ethan Heben (Global Risk & National Security, Washington), Ryan Yde (Litigation, Washington) and Suktika Banerjee (Finance, London).
