Linklaters advises Genfit on the renegotiation of its OCEANEs

Linklaters acted as legal advisor to Genfit, a late-stage biopharmaceutical company dedicated to improving the lives of patients with metabolic and liver diseases, on the renegotiation of its €180,000,000 bonds convertible into new shares and/or exchangeable for existing shares with a nominal value of €29.60 (the “OCEANEs”) issued in October 2017.

This innovative transaction included (i) a partial buyback of c. 50% of the outstanding OCEANEs for an amount of €47.48 million and (ii) the modification of the terms and conditions of the OCEANEs outstanding following the partial buyback (the “Transaction”).

The two legs of the Transaction were interdependent, and the implementation of the partial buyback was conditional upon the approval of the modifications of the OCEANEs’ terms and conditions by Genfit’s shareholders and the holders of OCEANEs. 

The modification of the OCEANEs’ terms and conditions include, among others, the modification of the OCEANEs’ conversion/exchange ratio from one OCEANE for one new or existing share to one OCEANE for five and a half new or existing shares and the extension of the maturity date from 16 October 2022 to 16 October 2025.

These modifications have been approved by Genfit’s shareholders and the holders of OCEANEs on 25 January 2021 and the settlement and delivery of the partial buyback has taken place afterwards. 

The Linklaters’ team in Paris was led by Bertrand Sénéchal, Capital Markets Partner together with Antoine Galvier, Managing Associate and Hamza El Mouahid, Associate.

Aymar de Mauléon, Partner, Carole Nerguararian, Counsel, et Etienne Lupuyo, Associate intervened as restructuring and insolvency specialists. Cyril Boussion, Partner and Nadine Eng, Managing Associate intervened on tax related matters. 

Natixis and Kepler Cheuvreux were involved as financial advisers to the Company.