Leading global law firm Baker McKenzie LLP has advised Global Loan Agency Services ("GLAS"), the primary global independent debt administration services provider, on the restructuring of international casual dining group PizzaExpress, implemented via the new English Restructuring Plan process.

The complex transaction closed on 5 November and was implemented by way of an English law Restructuring Plan under Part 26A of the Companies Act 2006, which only became part of the English restructuring regime in June 2020.  The PizzaExpress restructuring is only the second major transaction to be implemented via this new process.  The Plan is broadly modelled on the existing English law scheme of arrangement, with the added ability of allowing cross-class cram-down, provided the requisite tests are met; this can allow a Plan to be sanctioned even if there are classes of creditors or members that have dissented.  It did not prove necessary for the Plan Company to invoke the cross-class cram-down process as the Plan was ultimately approved by the requisite majorities of all three classes.  The Plan was recognised in the United States under parallel Chapter 15 proceedings.

Baker McKenzie represented GLAS on key aspects of the restructuring and their appointment on the new money facilities which will provide post-restructuring financing to the group.  GLAS had numerous roles on the transaction including acting as Information Agent in relation to the Plan, as well as New SSN Agent, New Money Facility Agent, Security Agent, Equity Agent and Holding Period Trustee in relation to the post-restructuring documents.

This was a major financial recapitalisation and restructuring transaction involving a de-leveraging of the group by a reduction of its total indebtedness by c. GBP1 billion through a reduction of its external debt and a write-off of shareholder loans and the provision of new money funding of c. GBP144 million.  A competitive sales process was run as part of the restructuring which ultimately resulted in the sale of the operating group to a newly incorporated holding structure majority-owned by the senior secured noteholders.  The financial restructuring was coupled with a company voluntary arrangement ("CVA") to effect an operational restructuring of the group's leasehold liabilities in respect of its 449 sites across the UK.

The GLAS team was led by Mia Drennan, Anthony Stanford and Natasha Chan from their Restructuring & Insolvency team, Paul Cattermole, Katie Lacey, Paul Fletcher and Seema Vadgama from their Liability Management and Transaction teams and Georgios Vrentzos and Shahaana Kulendran from their Business Solutions team.

The Baker McKenzie team was led by restructuring senior associate Priyanka Usmani and structured capital markets partner Sarah Porter (both London).  Baker McKenzie's London-based restructuring team boasts a wealth of experience across the full range of restructuring, rescheduling or refinancing tools. Our clients include creditors, debtors, facility / security agents, trustees and insolvency practitioners; this mix allows the team to effect a balanced and commercial perspective.

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