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Clifford Chance advises OT Logistics in the process of financial, operational and asset restructuring

The international law firm Clifford Chance advised OT Logistics S.A., the company controlling a capital group providing services in the field of transport, forwarding and logistics in sea, rail and road transport and the largest operator of seaports and inland ports in Poland, in an operational, asset and financial restructuring. On 29 March 2023, this process was finally completed with the full repayment of the corporate bonds remaining to be redeemed, i.e. the last restructured financial debt of OT Logistics S.A. The source of the repayment were the funds obtained from the sale of shares in Luka Rijeka d.d., the operator of the port of in Croatian Rijeka. The repayment was preceded by the withdrawal by one of shareholders of Luka Rijeka d.d., Allianz ZB d.o.o. of the lawsuit brought by it against OT Logistics S.A. before the Court of Arbitration in Zagreb and the bankruptcy petition filed by it against OT Logistics S.A. to the District Court in Szczecin.
The original structure of the financial debt of the OT Logistics Group included a syndicated loan, a number of bilateral loans of a revolving nature, investment loans and credit facilities in the form of guarantee limits, publicly traded bonds and bonds subscribed in private issues, as well as a number of intra-group financings. As part of the transaction, in the first phase, documents stabilising the structure of the financing in the form of, among other things, the common terms and new credit facility agreement, amended and restated terms and conditions of a private bond issue, amended and restated investment credit facility agreement and the intercreditor agreement were concluded. New corporate bonds were also issued, which served to repay a significant part of the existing bonds and relations with trade and investment partners were rearranged. In the next stage of the process, the conditions contained in the finance documents and the new strategy of development of the OT Logistics Group were implemented, including the sale of assets and activities that did not fit into it, and the adaptation of the terms of the entire financing to the changing market environment.
The Clifford Chance team advised and co-advised the OT Logistics Group on all aspects of the transaction, from negotiating bilateral agreements with banks and bondholders, through the structuring, negotiating and implementing of the key terms of the financial, operational and asset restructuring, to providing support in negotiations and agreements with commercial creditors, shareholders and other stakeholders and investment partners. During this process, the terms of the entire financing often required harmonisation with the dynamically changing then market situation – both at the global level (e.g. COVID-19 pandemic, war in Ukraine) and locally. Therefore, it was necessary to react quickly to changing circumstances and to make changes to the extensive financing documentation, including intercreditor agreements, concerning also corporate bonds subscribed by a numerous group of investors.
Due to the duration and dynamics of the transaction, a wide team of Clifford Chance lawyers was involved in providing legal advice. Over the last 3 years, the team has included lawyers from the Global Financial Markets practice and the Capital Markets Group: Miłosz Gołąb (Partner) and Bartosz Zieliński (Lawyer), as well as (in alphabetical order): Katarzyna Aleksandrowicz-Dziubak (Senior Associate), Zuzanna Bartczak (Lawyer), Mateusz Chmura (Senior Associate), Mateusz Chruściak (Counsel), Artur Gładysz (Lawyer), Maksymilian Jarząbek (Senior Associate), Natalia Karasiewicz (Lawyer), Joanna Korycińska (Lawyer), Mateusz Leleno (Lawyer), Jarosław Lorenc (Counsel), Anna Miernik (Senior Associate), Grzegorz Namiotkiewicz (Partner) and Aleksandra Rudzińska (Senior Associate).

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