Swissport has agreed to a comprehensive restructuring with creditors and shareholders including a debt-for-equity swap and a new 500 million euros long-term debt facility. The restructuring will deliver a significant deleveraging for the company. Swissport has also finalized the 300 million euros additional interim facility.
Following the announcement on 21 August 2020 of an agreement ‘in principle’, Swissport has now entered into binding agreements on a comprehensive restructuring and refinancing (the “Lock-Up Agreement”) and on a 300 million euros super senior interim debt facility (“Interim Facility”).
“Today’s binding agreements secure Swissport’s long-term future. We are pleased that a consensual deal has been reached with a majority of our creditors and our current shareholder,” says Eric Born, Group President & CEO of Swissport International AG. “The restructuring, and the robust financial platform it brings, will enable us to confidently trade through the market recovery and positions Swissport as the first choice partner for airlines around the globe.”
“Swissport is one of the first companies globally to agree to a restructuring following the outbreak of the COVID-19 pandemic. With much lower debt and 500 million euros additional cash injected, we will be well positioned going forward to invest into the business and accelerate growth. We expect to see increased outsourcing of ground handling services by airlines and being able to take volumes from some financially weaker competitors,” adds Peter Waller, CFO of Swissport International AG.
Swissport has entered into the Lock-Up Agreement with (i) an ad hoc group of senior secured creditors (“AHG”), (ii) lenders under Swissport’s PIK facility (“PIK Lenders”) and (iii) certain affiliates of the HNA Group Co., Ltd, the current shareholder of Swissport, (collectively, “HNA”). The AHG is comprised of SVP Global, Apollo Global Management, Inc., TowerBrook Capital Partners, Ares Management, Barclays Bank PLC, Cross Ocean Partners and King Street Capital Management, LP[1],and represents more than 75% in principal amount of the holders of Swissport Financing’s 410 million euros aggregate principal amount of 5.25% Senior Secured Notes due 2024 (the “SSN Holders”) and of the lenders under Swissport’s credit agreement originally dated August 14, 2019 (the “CA Lenders”). The PIK Lenders represent over 99% of the commitments under Swissport’s PIK facility agreement dated 14 August 2019.
Under the terms of the Lock-Up Agreement, Swissport will shortly be launching an M&A process to run in parallel with other restructuring steps as customary in such situations. Absent any qualifying third-party bid, the senior secured creditors will own substantially all the equity of Swissport, with the seven institutions of the AHG controlling more than 75%. The Lock-Up Agreement further provides for a conversion into equity of all existing super senior and senior secured debt, the extinguishment of all senior unsecured and all junior debt at corporate level, as well as the provision of a new 500 million euros four-year debt facility. The new 500 million euros facility will refinance the 300 million euros Interim Facility and will give Swissport the resources to invest into the business, drive operational improvements and to accelerate growth globally. The financial restructuring is expected to be completed in late 2020.
HNA will share in the value creation of Swissport post-restructuring contingent on a future exit valuation. The PIK Lenders will have a 2.5% equity stake and warrants.
Swissport and the AHG have also entered into binding documentation for a 300 million euros super senior interim facility. This additional financing complements the more than 200 million euros of liquidity Swissport still currently has on its balance sheet and provides Swissport with ample liquidity to trade through the COVID-19 pandemic and to facilitate the restructuring process.
