Linklaters advises OHL on its restructuring and scheme of arrangement

Linklaters has advised OHL, the global infrastructure group, on its market-leading and complex cross-border restructuring and scheme of arrangement.

The restructuring affected existing relationships with the majority shareholder and the outstanding English law high yield bonds, with associated new money capital increases including a rights issues and a private placement to existing shareholders

This scheme of arrangement of a Spanish company tested post-Brexit recognition in Spain of English law schemes of arrangement. The restructuring of the existing high yield bonds included a complex structure containing a partial write-off of the existing bonds, a debt for equity swap of part of the existing bonds and an exchange of the remaining existing bonds for newly issued high yield bonds with a number of bespoke and complex features, all of which required approval by the General Shareholders Meeting of OHL, a company listed in the Spanish Stock Exchanges.

The restructuring was led by a cross-practice Madrid team led by partners Íñigo Berrícano (Capital Markets) and Ben Crosse (Banking), in collaboration with a London Banking team for negotiation of the lock-up arrangements, English law scheme of arrangement and implementation. The Madrid team included partner Francisco Sainz-Trapaga (Banking), managing associates Jayne O´Connell (Banking), Álvaro Albors (Capital Markets) and Alvaro Albiñana (Tax), senior US associate Hugo Hernandez-Mancha (Capital Markets), associates David Suarez (Banking), James Maguire (Banking), Cristina Yanguas (Capital Markets) and junior associate Ana López (Banking).

The London team consisted of managing associates Francesca Amey (Banking), Juliana Leite de Barros (Banking), Jason Heron (Banking), associate Hannah Brown (Banking) and trainees Karan Deol (Banking) and Daniel Leroni (Banking). Trusts advice was delivered by counsel Leah Parry (Trusts).

The transaction also involved the continuous advice to the Company and its Board of Directors in complex corporate governance and corporate law matters arising from the restructuring, scheme and capital raisings. Furthermore, it is the latest market-leading large and complex cross-border English law scheme of arrangement and restructuring from the Linklaters Madrid office, following the Lecta scheme in 2020, and alongside the Naviera Armas restructuring that the team is also advising on.