White & Case advises ORPEA on financial restructuring

Global law firm White & Case LLP has advised the ORPEA Group on its accelerated safeguard plan, which was approved by the Nanterre Specialized Commercial Court on July 24, 2023. 

The plan allows ORPEA to implement its financial restructuring plan in accordance with the agreement in principle reached between ORPEA, a group of French investors comprising Caisse des Dépôts et Consignations, CNP Assurances, MAIF and MACSF (the Group), and the five SteerCo institutions coordinating a representative group of ORPEA S.A.’s unsecured financial creditors (the Institutions).

ORPEA’s restructuring plan aims to achieve a sustainable financial structure by reducing its financial debt from €7.4 billion at an individual level and €9.2 billion at ORPEA Group level as at December 31, 2022 by almost 60 percent, and to finance its Refoundation Plan, presented to the market on November 15, 2022, through the contribution of €600 million in secured debt and €1.55 billion in equity by the Group, for total consideration of €1.3 billion, with the balance guaranteed by the Institutions.

The equity contributions are structured in the form of three successive capital increases: the first capital increase will convert €3.8 billion of unsecured debt into capital; the second capital increase will enable the Group to invest almost €1.15 billion of equity capital; and the third capital increase, open to ORPEA shareholders and guaranteed by the Institutions, will amount to €195 million. Following these transactions, the Group will hold 50.1 percent of ORPEA’s capital and voting rights.

ORPEA’s financial restructuring and its accelerated safeguard plan remain subject to confirmation by the Paris Court of Appeal in early November 2023 of the waiver granted by the Autorité des marchés financiers (AMF) to allow the group of French investors to proceed with the investment without having to launch a takeover bid for ORPEA.

White & Case previously advised the ORPEA Group on a settlement agreement with its main bank lenders and approved by the Nanterre Specialized Commercial Court in June 2022.

The White & Case team which advised on the transaction was led by partners Saam Golshani and Séverin Robillard (both Paris) and included partners Jean Paszkudzki, Raphaël Richard, Samir Berlat, Diane Lamarche, Alexandre Jaurett, Estelle Philippi, Franck Peter and Amaury de Feydeau (all Paris), counsel Alicia Bali, Jean-Guillaume Meunier and Henri Bousseau (all Paris) and associates Alice Léonard (London), Ophélie Clain, Gaétan de la Raudière, Aliénor Huchot, Boris Kreiss, Quentin Pipieri, Nicolas Alfonsi, Leila Benyahia, Yeram Kim, Etienne Branthomme, Simon Martin-Gousset, Laure Elbaze, Yasmine Sefraoui, Benjamin Degoul, Victoire Segard, Henri Veillon, Harsanth Sundara, Cécilia Grosjean, Sarah Kouchad, Claire Sardet, Thibault Faivre-Pierret, Clément Bellaclas and Tsveta Pencheva (all Paris).

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