A&O advises on landmark USD900 million restructuring in a first ever parallel Dutch WHOA and English scheme of arrangement

The restructuring, which was sanctioned by the Dutch and English courts on 26 May within an hour of each other, involved the restructuring of the group's senior secured debt by way of a ‘debt-for-equity swap’ using a Dutch WHOA procedure and an English scheme of arrangement, the first time that these two restructuring tools have been used together to achieve a cross-border debt restructuring. The wider restructuring also included various additional agreements with some of the group’s other (financial) creditors and certain other corporate and operational restructuring measures.

The restructuring, which was supported by the overwhelming majority of the group’s creditors, was implemented through a dual-track process, whereby the group obtained the approval of the Dutch court for a WHOA plan providing for the transfer of the group to a newly-incorporated holding structure, and concurrently obtained sanction by the English court under an English scheme of arrangement, which sought to reduce and amend certain of the group debt in exchange for the majority ownership stake in the restructured group. The parallel WHOA and scheme of arrangement were necessary to ensure the effectiveness and enforceability of the restructuring across the group's multiple jurisdictions of operation and incorporation, as well as to address the different rights and interests of the senior secured lenders and the group’s shareholders. This innovative approach also enabled the group to benefit from the flexibility and speed of the WHOA, as well as the proven track-record of the English scheme of arrangement. The restructuring has been completed yesterday on 12 June 2023 and will enable the group to significantly reduce its debt burden, improve its liquidity and financial flexibility, and position itself for a sustainable future in the challenging and dynamic shipping market.

The restructuring was unsuccessfully challenged by the shareholders of the group, in both the Dutch (WHOA court and Dutch Enterprise Chamber) and English courts.

A&O’s Amsterdam and London offices led the restructuring, with partners Sigrid Jansen (Amsterdam, global co-head restructuring), Nick Charlwood (London, restructuring), Brechje van der Velden (Amsterdam, litigation) and Andrew Thomas (Amsterdam, restructuring) heading the teams. They drew on expertise from various practice groups and offices, including restructuring, banking, corporate, notarial, employment, shipping and tax. The core-restructuring team included Arnold Croiset van Uchelen, Duco Postma, Carolijn Ulmer, Simon Aarts, Stijn Reinders, Dawid Sztandera (Dutch law), Géza Orbán (Dutch and English law) and Ella Richards, Magda Wistuba, Mark Pugh and Akshita Pandit (English law). The team worked closely with the group, its financial advisers, and its key stakeholders.

Sigrid Jansen, who led on the matter, commented: "We are delighted to have helped the Vroon group achieve a successful restructuring that preserves its long-standing reputation and position in the shipping industry. This was a highly challenging and novel transaction that required close collaboration and creativity across our global network and practice areas. This restructuring demonstrates A&O's market-leading expertise and cross-border capabilities in advising on complex and innovative restructurings, as well as its ability to leverage the new opportunities and challenges presented by the WHOA and the post-Brexit landscape."

Nick Charlwood, leading from London, added: “We are pleased to have advised the Vroon group on this landmark restructuring, which showcases the firm's market-leading expertise and innovation in cross-border restructurings. The parallel use of the Dutch WHOA and the English scheme of arrangement is a ground-breaking development in the European restructuring landscape, and we expect to see more restructurings using a similar combination of tools in the future. We are proud to be at the forefront of this development."

The core-restructuring team worked closely with A&O’s wider teams including together with Katrina Buckley (partner, global co-head restructuring), Arnold Croiset van Uchelen (partner), Susannah Charlwood (partner), Duco Postma, Stijn Reinders, Dawid Sztandera, Géza Orbán, Ella Richards, Mark Pugh, Magda Wistuba, Akshita Pandit, Carolijn Ulmer, Frederique Jacobse, Stijn Reinders, Henry Palmen, Lily Liu, Robin van Duijnhoven, Floris Jan Hoogendoorn, Aranka van der Pol, Leon Zebeda, Wies Lenselink, Sonia Bennett, Simon Aarts, Francoise Perrick, Eline Bulten, Diya Dilan, Chrisjan de Looff, Hanneke Bennears (partner), Oliver Rule, Jennifer Wyatt-Molloy, Kevin Young (partner), Jan Nedvidek, Josh Davis-Tang, Rens Bondrager (partner), Tim de Raad, Wessel Grunewald and Isabel Poortman, Sophie Roozendaal (partner) and Aziz Bouhbouh.

Further assistance came from A&O offices located in the US, Luxembourg, Singapore, Italy, France, Thailand and Malaysia.

Axeco and Lazard were financial adviser to the Vroon Group on this landmark restructuring. Valuation work was done by EY.