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Deal Maker of the Year Awards 2013
WINNER - FABIO DIMINICH DEAL: Ciech S.A. long-term refinancing
NAME: Fabio Diminich COMPANY: Clifford Chance TEL: +44 20 7006 1000\ EMAIL: fabio.diminich@cliffordchance.com WEBSITE: www.cliffordchance.com
DEAL OVERVIEW Q
Please summarise the transaction
Clifford Chance advised Ciech S.A., a leading European soda ash producer, on the complete recapitalization of its financing structure with €245 million of Senior Secured Notes, €77.8 million of Polish domestic bonds and a €30 million super senior RCF.
Q
What was your role within the transaction?
I specialise in high yield and advised Ciech S.A. in connection with its issuance of €245 million of Senior Secured Notes. I also helped to negotiate the intercreditor arrangements with the company’s lenders.
Q difficulties presented What were the challenges or
The transaction involved significant negotiations with the company’s lenders many of whom had never participated in a structure with high yield debt securities or complex intercreditor arrangements. It also involved coming up with a clever, first-of-its- kind solution in addressing how high yield bondholders and RCF lenders could reliably enforce their rights against Polish domestic bondholders when no trustee exists to act on behalf of domestic bondholders.
Clifford Chance has a proven track-record of advising underwriters, issuers and sponsors worldwide in connection with high yield transactions. In Europe, we recently advised
BIO
Fabio Diminich joined Clifford Chance in October 2011, prior to which he worked at Latham & Watkins in London in the firm’s dedicated high yield practice. He has extensive experience advising underwriters and issuers on high yield debt and leveraged finance transactions in Europe. He was recently recognized in one publication as being “the best player in the high yield area and is very helpful in solving problematic issues”.
Q
How were the challenges or difficulties overcome
It was the result of having a law firm that could advise on all aspects of the refinancing and not splitting the work up between different legal advisers. By having one firm represent the company in connection with all parts of the refinancing, we had a complete understanding of the transaction. Clifford Chance was ideally placed to handle the entire process and ensure it was managed efficiently as one-firm, with one main point of contact.
Q with
What other types of clients or transactions have you been involved
Vivacom on its issuance of €400 million 6 5/8% Senior Secured Notes due 2018, Cinven on a €306 million issuance of 8.25% Senior Notes due 2021 in connection with the acquisition of CeramTec GmbH and Emma Delta on a €250 million 8.5% First Lien Notes due 2017 and €150 million 12% Second Lien Notes due 2017 in connection with the acquisition of OPAP.
Q
What are your thoughts and predictions for 2014 and beyond
I expect the European high yield market to continue its strong performance into 2014 as companies look to take advantage of high yield liquidity to address looming maturities. High yield has been a great resource for many corporate treasurers and finance directors who have been looking to diversify their sources of liquidity. In addition, I’m optimistic about a pickup in M&A activity which should be another factor driving the high yield market forward in 2014.