Restructuring

‘Strong local knowledge and ability to provide advice as the issues were unfolding. They were very responsive and worked round the clock.’– Chambers and Partners, 2020

  • Overview
  • Significant Matters

Overview

Restructuring is broader than formal bankruptcy or liquidation processes.  It includes covenant re-setting, ‘amend and extend’ discussions, forbearances or waivers of default, consensual solutions such as refinancing, sale of non-core assets, cash injections and restructuring of the business or equity, as well as formal processes such as schemes of arrangement, business rescue and liquidation.

Our Restructuring Practice operates as an integrated team across all of our offices and practices to provide our clients with a user-friendly engagement model and service of a consistently high quality.

We offer:

  • comprehensive experience ranging from informal work-outs, bank facility extensions, covenant amendments, consensual restructurings, scheme of arrangement, administration orders and formal insolvency measures such as liquidation;
  • significant cross-border restructuring experience in Europe and the US or where any of the creditors or stakeholders are European or US based;
  • expertise in complex domestic and cross-border finance transactions;
  • extensive knowledge of leveraged and acquisition finance, structured finance, capital markets, projects and infrastructure, real estate finance, trade and export finance, commodities finance, derivatives, securitisation, preference share finance, subordinated debt and insolvency and restructuring;
  • We also have English law qualified practitioners to advise on English law governed facilities and instruments;
  • experience of advising on many of the continent’s ground-breaking corporate transactions as well as significant corporate reorganisations;
  • well-respected dispute resolution expertise and extensive experience in court driven insolvency proceedings as well as a range of litigation and litigation tactics often required in restructurings; and
  • the ability to draw on in-house expertise in other areas that may be required in a complex restructuring including: regulatory law (particularly in sectors such as mining, pharmaceuticals and healthcare and technology, media and telecommunications), pensions and employment law, competition and merger control and real estate law.

We have experience advising on a wide range of transactions throughout Africa and considerable experience in cross-border restructurings that involve simultaneous insolvency filings in multiple jurisdictions.  This extends to advising on pan-European and coordinated US/ Europe restructurings.

Our clients include large national clients in African jurisdictions where we have representation, as well as multinationals and international law firms acting on their behalf, non-government entities, governments, state-owned entities and financial institutions.

Our specialist services include:

  • Contingency planning
  • Cross-border restructurings, particularly cross-border group restructurings that involve simultaneous insolvency filings in multiple jurisdictions
  • Dealing with auditor concerns regarding ‘going concern’ status and related issues
  • Debt restructuring and rescheduling – both creditor-led and debtor-led
  • Directors’ duties during periods of financial distress and restructurings
  • Distressed M&A transactions
  • Equity capital raising and restructuring
  • Formal restructuring procedures such as schemes of compromise, schemes of arrangement and debt for equity swaps, exchange offers, business rescue and liquidation
  • Investigation, asset tracing and insolvency litigation
  • Refinancing of finance facilities
  • Standstill and forbearance arrangements

Significant Matters

  • Advised dfcu Bank as Receiver/Manager to recover UShs 7,356,836,904 and USD 1,096,694 from Ndiburungi Sugar Works. 

  • Advised  dfcu Bank as Receiver/Manager to recover sums due from Ntinda View College

  • Advised Deacons (East Africa) plc on various options of business recovery including administration.

  • Advised Choppies Enterprises Limited, a Botswanan multinational, on the restructuring of its South African operations.

  • Advised lenders in respect of the financial restructuring of Ascendis.

  • Advised Chase Bank Kenya Ltd (in receivership) on advice to various counterparties on the impact of the statutory receivership of the bank. 

  • Advised Arris Global and Arris South Africa on the restructuring of funding advanced to one of its main suppliers.

  • Advised Alexander Forbes Equity Holdings and its subsidiaries on the Ugandan law aspects regarding the restructuring of its capital structure, involving, inter alia, various debt to equity conversions, preference share redemptions, share buy backs and acquisitions of loans outstanding as well as the entry into of a new term loan agreement, revolving credit facility agreement and two sets of preference share funding instruments issued by shareholders in Alexander Forbes Equity Holdings in connection with the restructure. 

  • Advised AfriSam on the latest restructuring of its financial indebtedness.

  • Advised dfcu Bank as the receiver/manager of Dao Marble Limited (in receivership) for the recovery of USD 15,000,000.

  • Advised the Bank of Uganda in the insolvency of Greenland Bank Ltd, Cooperative Bank Limited, and International Credit Bank.

  • Advised the Bank of Uganda on the insolvency of Crane Bank leading to the sale of Crane Bank to dfcu Bank Limited.

  • Advised ABSA Bank on the liquidation of Mayfair Speculators, including on recovery and tracing of assets. We also advised in respect of the Compromise Arrangements in terms of the Companies Act.

  • Advised ARM Coal on the restructuring of its existing loan and debt arrangements with Glencore in respect of its participation in the Glencore Participating Coal Business and the Goedgevonden Coal Mine, from a legal, commercial and financial perspective.

  • Advised certain shareholders and directors of Imperial Bank Limited (In Receivership) (IBL) on bank rescue options including a scheme of arrangement, bank sale and liquidation.

  • We advised Cell C on its large and complex debt and equity restructure which has alleviated extensive financial pressure allowing it to continue as a profit-making entity in a sustainable and efficient manner.

International

We have extensive cross-border restructuring experience involving many Western European jurisdictions, the USA and Asia. We have advised the full spectrum of stakeholders, from senior financial institutions, junior lenders, to hedge funds, bondholders, shareholders, private equity houses and strategic buyers. We advise clients across a broad range of industries and business sectors.

Africa

Some of our recent experience includes advising/ acting for:

  • Absa Bank on the liquidation of Mayfair Speculators, including on recovery and tracing of assets. We also advised in respect of the Compromise Arrangements in terms of the Companies Act. 
  • Certain shareholders and directors of Imperial Bank (in receivership) (IBL) Kenya on bank rescue options including a scheme of arrangement, bank sale and liquidation. 
  • AfriSam on the latest restructuring of its financial indebtedness.
  • Alexander Forbes Equity Holdings and its subsidiaries on the Ugandan law aspects regarding the restructuring of its capital structure, involving, inter alia, various debt to equity conversions, preference share redemptions, share buy backs and acquisitions of loans outstanding as well as the entry into of a new term loan agreement, revolving credit facility agreement and two sets of preference share funding instruments issued by shareholders in Alexander Forbes Equity Holdings in connection with the restructure. 
  • ARM Coal on the restructuring of its existing loan and debt arrangements with Glencore in respect of its participation in the Glencore Participating Coal Business and the Goedgevonden Coal Mine, from a legal, commercial and financial perspective. 
  • Arris Global and Arris South Africa on the restructuring of funding advanced to one of its main suppliers.
  • Lenders in respect of the financial restructuring of Ascendis.
  • Bank of Uganda on the insolvency of Crane Bank leading to the sale of the Crane Bank to dfcu Bank.
  • Bank of Uganda on the insolvency of Greenland Bank, Cooperative Bank, and International Credit Bank.
  • Cell C on the restructuring of its financial indebtedness.
  • Chase Bank Kenya Ltd (in receivership) on advice to various counterparties on the impact of the statutory receivership of the bank. 
  • Choppies Enterprises Limited, a Botswanan multinational, on the restructuring of its South African operations.
  • Deacons (East Africa) plc on various options of business recovery including administration.
  • dfcu Bank as Receiver/Manager of Dao Marble Limited (in receivership) for the recovery of USD 15 million.
  • dfcu Bank as Receiver/Manager to recover sums due from Ntinda View College. 
  • dfcu Bank as Receiver/Manager to recover UShs 7,356,836,904 and USD 1,096,694 from Ndiburungi Sugar Works. 
  • A significant stakeholder in the Edcon Group’s long-term restructuring of its ZAR 30 billion debt, operations and capital structure.
  • Energy Services Uganda on its deregistration in Uganda.
  • The monitor appointed by order of court, to jointly manage the Fedbond collective investment scheme.
  • Gulf Stream Investments Uganda in liquidation proceedings for the recovery of USD 807,628 from Nakumatt (U).
  • Investec Asset Management, Nedbank, Sanlam Capital Markets, Sanlam Credit Conduit, Sanlam Investment Management (in its capacity as manager of the SIM Institutional Credit Partnership) and Blue Ink-Ubator in relation to the debt restructuring and sale of The House of Busby.
  • Kenya Airways PLC the Kenyan national carrier listed on the Nairobi, Dar es Salaam and Uganda securities exchanges – lead legal advisers in Kenya, in relation to all aspects of its USD 2.2 billion solvent and inter-conditional debt and equity capital restructuring. 
  • A consortium of creditors negotiating a liability solution which involves the exchange or conversion of existing financial indebtedness into notes under a new domestic medium-term note programme to be established in respect of the Land and Agricultural Development Bank of South Africa, a State-owned agricultural lender.
  • National Treasury on the curatorship of African Bank, in particular the ‘good bank/bad bank’ split off. Advising in connection with liquidity issues, insolvency and restructuring advice and regulatory and public law advice. 
  • Nestle Uganda on its voluntary liquidation in Uganda. 
  • Norfund, Responsibility, Sanlam, Investec Asset Management and various large South African and international Investment and Development Funds (Including South African State Owned Development Funds) on the complex restructuring of the domestic and international listed and unlisted debt instruments issued by Real People Investment Holdings, which included an extensive debt and equity restructuring.
  • Oger Telecom in relation to the disinvestment of its majority stake in the third largest telecoms operator in South Africa, Cell C, to Blue Label Telecoms and Net1 Applied Technologies South Africa.
  • A potential purchaser of Optimum Coal Holdings Limited operations from business rescue practitioners.
  • The Overseas Shipholding Group, Inc (one of the largest shipping tanker groups in the world; listed on the New York Stock Exchange) and its 180 subsidiaries in an urgent precedent-making court application to recognise its US bankruptcy in South Africa and to apply, with full force and effect, the automatic stay provided for in section 362 of the US Bankruptcy Code, in South Africa.
  • PPC Limited, the largest cement manufacturing company in South Africa, in relation to its announced ZAR 4 billion rights offer and financial restructuring.
  • Several local and foreign investment banks and clients regarding the insolvency implications of structured finance and related transactions.
  • South African Airways SOC Limited, advising the South African government on all aspects of the Business Rescue Plan in respect of a ZAR 25 billion recapitalization.
  • Spencon Services in presenting recognition proceedings under the Insolvency Act, Uganda.
  • Standard Chartered Bank, together with Credit Suisse AG, who were principal lenders to Great Basin Gold, a listed Canadian mining company. Great Basin Gold and both mine-owning subsidiaries were placed, simultaneously, into cross-border bankruptcy proceedings: Voluntary Company Creditors Arrangement in Canada, chapter 11 bankruptcy in the USA, and Business Rescue in South Africa. Prior to the restructuring, the South African creditors’ claims exceeded ZAR 11 billion.
  • A financial institution in the class action brought against numerous parties in the Steinhoff International
  • Style Industries, Canon Chemicals and Charm Industries in insolvency proceedings for the winding up of Nakumatt Holdings (Nakumatt). Nakumatt is indebted to the three companies which were its previous suppliers. The debts owing to our clients are unsecured. We have filed the companies’ notice of intention to appear in the insolvency proceedings as creditors.
  • TAMOIL East Africa, a leading downstream Oil and Gas Company in Uganda on its business winding up proceedings.
  • The business rescue practitioner concerning various aspects of the process arising from the business rescue of a substantial property-owning group. 
  • The liquidator in respect of matters arising from the biggest liquidation in Botswana. 
  • The liquidators in the various aspects of the transactions relating to the sale of the Pamodzi gold mines.
  • The liquidators of an entity in the unsecured lending business where the liabilities of the entity exceed ZAR 500 million. 
  • Tongaat Hulett on the restructuring of its financial indebtedness.
  • Tsebo Group a multinational facilities management company (active in catering, facility management and security provision), advising on a consensual restructure transaction where the consortium of banks took over the Tsebo Group from private equity investors Capital Group and Wendel.
  • Uchumi Supermarkets in the petition for the winding up of its operations in Uganda, involving over 78 creditors.
  • Uganda Bankers’ Association on the operations of its asset reconstruction company established to realise non- performing loans from financial institutions.
  • World Bank Group as a ‘peer reviewer’ of an assessment and report it was conducting on the Insolvency and Creditor Rights of the South African insolvency regime.