Weil advised an ad-hoc group of noteholders (the “Ad-Hoc Group”) in relation to the comprehensive recapitalization of Obrascón Huarte Lain, S.A., a multinational construction and civil engineering group (“OHL Group”) headquartered in Spain. The recapitalization was completed on February 13, 2025 and was implemented on a fully consensual basis.
The comprehensive recapitalisation transaction included the following key features:
- Capital Increase: OHL Group raising €150,000,000 in additional share capital, comprising: (i) €70,000,000 raised from new anchor investors through a share capital increase excluding preferential subscription rights, and (ii) a fully subscribed €80,000,000 share capital increase from existing shareholders;
- Notes Partial Pay down and Maturity Extension: A material pay down of the notes in the amount of €139,010,795.64, and the amendment and extension of the maturity of the remaining notes to December 2029. Following implementation, the aggregate principal amount of €327,697,631.88 notes remains outstanding;
- Cash Collateral Release and Bonding Lines Extension: The partial release of certain cash collateral which secured the multi-product syndicated financing agreement and certain bilateral bonding lines for an aggregate amount of €100,000,000, and the amendment and extension of the maturity of the OHL Group’s material bonding lines (for an initial period of 12 months, followed by two further automatic 12 month maturity extensions, subject to satisfaction of certain conditions); and
- ICO Facility Repayment: OHL Group repaid and cancelled its €40,000,000 bridge facility (backed by the Instituto de Crédito Oficial) which was incurred in May 2023.
The OHL Group also implemented certain governance changes following implementation of the initial €70,000,000 share capital increase.
The comprehensive recapitalization transaction provides the OHL Group with material deleveraging and extended debt maturities , which will enable the group to focus on building its core business through investment in new projects with appropriate access to new bonding/guarantee facilities. For noteholders, the transaction provides a material partial paydown of the notes.
The Weil team was led by Restructuring partner Matt Benson and High Yield partner Andy Hagan. They were supported by counsels Jonathon New and Angela Ryu, and associates Awen Carnot and Yalini Ravi. Weil worked with Spanish law firm, Cuatrecasas, and financial advisers, PJT, on the deal.