Herbert Smith to handle complex debt restructuring for Eurotunnel

Herbert Smith is advising its long-term client Eurotunnel on a massive debt restructuring, which includes a £740m bond issue in part to fund a tender offer to buy back some of the company’s debt.
According to lead partner on the deal James Slessenger, because the Eurotunnel operation is now extremely successful, there are a lot of opportunities to benefit both the company and its lenders.
Herbert Smith has acted for Eurotunnel since the mid-1980s when the Government put the project out to tender. It lost the corporate work temporarily to Freshfields Bruckhaus Deringer following Eurotunnel’s recruitment of a Freshfields secondee. However, the firm was re-appointed in 1993 and it advised on a rights issue in 1994.
It also advised on a significant restructuring of distressed debt in 1998. This time the debt is not distressed, but the transaction is still subject to a number of conditions, including the consent of the majority of the company’s lenders. The consent process is running alongside the tender offer.
Slessenger said the transaction was particularly difficult because while Eurotunnel’s existing debt is already complicated, there are also the repackaging arrangements and the new financing to consider.
“As well as looking at all the previous debt, we also have to structure the deal so that there is some benefit to each constituency of Eurotunnel’s debt holders and, of course, Eurotunnel’s shareholders,” he added.
To encourage tender offers, there will be two cost structures, with a higher price being offered for higher volumes.
The tender offer for the subordinated debt is being funded by new long-term debt, which is being raised through a bond issue. The bonds will be issued out of a special purpose vehicle (SPV), which means that the SPV will be Eurotunnel’s direct creditor. The rest of the £335m debt financing will be used to refinance existing junior debt that has a longer maturity.
Also on the Herbert Smith team are finance partner Gary Hommel and associate Kathryn Reynolds, corporate partner Ben Ward, US partner Allen Hanen, Paris-based partner Neil Brimson and tax partner David Martin.
Joint lead managers on the deal, Merrill Lynch and Dresdner Kleinwort Wasserstein, are being advised by Clifford Chance.
However, the lead managers on the original deal, HSBC and Credit Lyonnais, are being advised by Linklaters.
Under the terms of the deal, Eurotunnel will also offer to give holders of its equity notes the opportunity to bring forward the date of their conversion into shares.
Slessenger said that by reducing the outstanding debt by more than £400m, Eurotunnel will also benefit from a reduction in the annual interest charge.