A&O, Kirkland, Links clinch deal to end European Directories restructure

Allen & Overy (A&O), Berwin Leighton Paisner (BLP), Kirkland & Ellis and Linklaters have secured a deal to end the long-running debt restructuring of European Directories that sees private equity group Triton take control of the company.

Carolyn Conner
Carolyn Conner

A&O was brought in by Triton to advise on the agreement, with the firm fielding a London team led by restructuring partner Carolyn Conner and global leveraged finance head Timothy Polglase.

Others in the A&O London team were corporate partner Duncan Bellamy, corporate associate Ben Shribman, tax partner Lydia Challen, tax senior associate Tim Harrop, leveraged financed associate Neil Sinha and restructuring associates Nick Charlwood and Nicola Simson.

The magic circle firm also put forward a Luxembourg team including counsel and corporate specialist Philippe Thiebaud, corporate senior associate Robert Steinmetzer and tax partner Patrick Mischo.

European Directories was advised by City-based restructuring partners Kon Asimacopoulos, Partha Kar and Elaine Nolan at Kirkland, with the US firm advising the local search company on its restructuring for several years. The group was also advised on Luxembourg matters by Benelux firm Nauta Dutilh, which put forward a corporate team comprising partner Margaretha Wilkenhuysen, senior associate Romain Sabatier and associate Arnaud Roland Fostier.

The way the deal was structured warranted a significant degree of Luxembourg-related legal advice.

Linklaters advised an ad-hoc committee of Alcentra, GSO Capital Partners and the Royal Bank of Scotland representing the lenders. The firm’s team was led by restructuring partner Rebecca Jarvis alongside restructuring managing associates Andrew Jennens and Rebecca Whittle.

The total number of individual lenders involved meant that the parties needed to secure over 100 signatures from them before the deal could be closed without the need for enforcement.

BLP restructuring head Ben Larkin advised the security agent when it appeared that enforcement might be needed to clinch the deal, but the parties’ success obtaining approval from all lenders meant this was not necessary.

The deal sees Triton contribute €15m (£12.2m) of new equity and increase its ownership of European Directories to 50.1 per cent, with the remaining 49.9 per cent split between senior lenders. It cuts the company’s debt from €893m (£721m) to €262m (£212m).

It follows a plan put forward by Triton and the ad-hoc group in the summer this year.

Rebecca Jarvis
Rebecca Jarvis

Background to this deal:

A&O’s mandate is the first sizeable deal its has advised on for Triton, although the firm has carried out other projects for the group, with both Conner and Polglase familiar with figures who have moved to the northern Europe-focused private equity house recently.

The final agreement follows two years of restructuring for the pan-European company. The first round of restructuring ended in litigation after junior lenders were cut out by a clause in the intercreditor agreement (8 November 2010). The junior lenders were advised by Quinn Emanuel Urquhart & Sullivan and Ropes & Gray. Linklaters’ Jarvis and fellow City restructuring partner Yen Sum acted for the senior lenders, Lloyds, RBS and Allied Irish Bank. The round ended with the debt being written down and the lenders taking ownership.

The second round sees Triton take control.

A&O originally advised the security trustee Barclays, with restructuring partner Ian Field leading, but the bank pulled out.

For more on the European Directories restructuring, see City analysis