Gleiss Lutz has advised US private equity investor One Equity Partners (OEP) on the restructuring of the Schoeller Arca Systems Group (SAS).
SAS is the global market leader in plastic packaging solutions for materials handling. In 2008 SAS – which has approx. 1,300 employees – generated revenues of EUR 498 million. OEP had acquired a majority stake in Schoeller Arca Systems from Stirling Square Capital Partners in late 2007. The company was at the time valued at approximately EUR 420 million. The remaining shares are in SAS held by the founding family Schoeller and the SAS management.
Last year the shareholders reached an agreement with SAS and SAS' senior lenders on a restructuring of SAS as well as on the injection of fresh equity capital by the shareholders. The restructuring was then implemented by a joint initiative of the shareholders, the senior lenders and SAS through an enforcement of certain share pledges that were granted in favour of the senior lenders over the shares in the Dutch SAS parent company. The enforcement, in turn, was effected by means of a court-sanctioned private sale of the pledged shares to a company controlled by OEP and the remaining original shareholders. The senior loans were transferred in their full amount to the purchasing entity, whereas the mezzanine lenders did not roll over their loans but were compensated out of the purchase price. The court decision has meanwhile become unappealable. In connection with the sale, the original shareholders also agreed to provide SAS with EUR 50 million in fresh capital.
Gleiss Lutz advised OEP extensively on all aspects of German law in connection with the transaction. Lead lawyers were Dr. Jan Bauer and Dr. Patrick Kaffiné (both partners, corporate/M&A, Frankfurt).
Gleiss Lutz’ team further comprised Dr. Frithjof Behrens (corporate/M&A, Frankfurt), Dr. Björn Simon (corporate/M&A, Frankfurt), Dr. Stefan Rützel (partner, corporate litigation, Frankfurt), Dr. Helge Kortz (partner, banking and finance, Frankfurt), Dr. Michael Klose (banking and finance, Frankfurt) and Teresa Baldwin (banking and finance, Frankfurt).
Law firm De Brauw Blackstone Westbroek provide legal advice on matters of Dutch law.
Gleiss Lutz has extensive expertise in restructuring matters, in particular concerning companies controlled by private equity funds. Dr. Jan Bauer, for example, recently advised RHJ International SA, an investment group affiliated with private equity investor Ripplewood, on Honsel AG’s debt-to-equity swap as well as a consortium of private equity firms on the ongoing restructuring of Highstreet, an investment company which owns properties leased to Karstadt.
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