Milbank Advises Frigoglass Group on Sale of Its Nigerian Glass Business and Extension of Debt Maturities

Milbank LLP has advised Frigoglass Group, a global commercial refrigeration and glass packaging solutions company for the beverage industry, on the sale of its Nigerian Glass Division and its entry into an agreement with noteholders to, among other things, secure a €20 million financing facility and extend maturities of its senior secured notes due 2026. Milbank worked alongside Tetrad Capital Partners on the transaction. 

Following a competitive process, Frigoglass entered into an agreement to sell the entirety of its shareholding in Frigoinvest Nigeria Holdings B.V., the holding company of its Nigerian Glass Division (including Beta Glass plc and Frigoglass Industries Nigeria Limited), which comprise the Group’s glass container, plastic crates and metal crowns manufacturing activities, to Helios Investment Partners (acting on behalf of the funds it advises) for consideration of up to €100 million. The transaction is expected to complete in the first quarter of 2026.

Frigoglass also entered into a transaction support agreement (the “TSA”) with a group of holders (the “Consenting Noteholders”) holding significant majorities in each of its senior secured notes due 2026 with an initial principal amount of €20 million (the “Super Senior Notes”), senior secured notes due 2026 with an initial principal amount of €75 million (the “Senior Secured Notes”) and second lien secured notes due 2028 with an initial principal amount of €150 million (the “Second Lien Notes,” and, together with the Super Senior Notes and the Senior Secured Notes, the “Notes”).

Under the terms of the TSA, the Consenting Noteholders have, among other things, consented to implement amendments to (i) extend the maturity dates of the Super Senior Notes and the Senior Secured Notes to March 27, 2028, respectively, (ii) permit the retention of net proceeds from certain asset disposals under the terms of the Notes, and (iii) if necessary, release certain collateral granted in favour of the Notes and for such collateral to be granted in favour of one or more local credit facilities.

The Consenting Noteholders further agreed to backstop the issuance of additional Super Senior Notes in an amount of up to €20 million with the first such issuance of €10 million having already taken place to support working capital purposes and the ongoing transformation and growth of the Group’s commercial refrigeration division.

The Milbank team included partners Lara Watt, Ana Grbec, Andrej Wolf and Sinjini Saha, special counsel Suzanne Thomson, James Simpson and Melanie Probst, and associates Aoibheann Harkin, Daniel Woods, Patrick Kratzenstein and Karishma Mehan. Partner Andrea Hamilton led on antitrust-related matters and the team was supported by partner Alan Rafferty and associate Jade Du Berry on tax-related matters.