21 October 2020

Debt restructuring HEMA successfully completed

Arne Grimme
Barbara Kloppert
Berto Winters
+ 33 other team members
De Brauw Blackstone Westbroek advises on the successful restructuring of HEMA's capital structure.

De Brauw advised HEMA on the implementation of a complex and multi-jurisdictional debt restructuring and recapitalisation process. This process was successfully completed on 19 October 2020. As a result, HEMA's existing bond debt of €750 million was more than halved to €300 million and its liquidity position greatly improved with an additional bond financing of €42 million. With a solid balance sheet and a profitable operation, HEMA can now fully concentrate on its future.

De Brauw and HEMA have been working on the restructuring of HEMA's capital structure since 2019. On 15 June 2020, after extensive negotiations, HEMA reached an agreement with its banks and a group of noteholders holding approximately 62% of the €600 million senior secured notes and more than 50% of the €150 million senior notes, to reduce its debt in a controlled manner to safeguard the future of the company. The restructuring was implemented through court proceedings in three jurisdictions: a scheme of arrangement in England, a Chapter 15 proceeding in the United States and security enforcement proceedings in the Netherlands. The recapitalisation was achieved through a number of debt-for-equity swaps.

The existing debt structure, including NY law and UK law governed publicly traded notes and bank financing, added particular complexity to the transaction. The transaction required a multi-expertise and cross-jurisdictional approach. De Brauw worked with counsel in the Netherlands, the United Kingdom, the United States, Belgium and Luxembourg. Involved practice groups included finance & restructuring, corporate advisory, capital markets, competition, employment and employment benefits, tax, M&A and financial regulatory.

As lead counsel, De Brauw worked as part of an integrated team with Slaughter and May and Cravath, Swaine & Moore. Goldman Sachs International acted as financial adviser.

The De Brauw team was led by restructuring partner Ferdinand Hengst.

Finance & Restructuring: Ferdinand Hengst, Reinout Vriesendorp, Niek Biegman, Tristan Peters, Laurens Peters, Sebastian Hinse, Gilles Becker, Thijs Elseman, Roos de Blécourt, Chris Noordam, Kirsten Lagerweij, Laurens van de Ven and Hafida Farouk

Tax: Wiebe Dijkstra, Joppe de Bruijn, Pim Siemons, Dana Horvath and Maarten van der Weijden

Litigation: Reinout Vriesendorp, Berto Winters, Charissa Veldman, Hylke ten Bruggencate, Mick Gerrits, Dennis de Feij, Geert Lokhorst, Malte Malycha, Rein Ferwerda and Jeroen van der Schrieck

Corporate advisory: Mark Rebergen, René van Tricht, Peter Nolten, Daan Gieben and Tijmen van de Leemkolk

Employment: Janneke van der Kroon, Barbara Kloppert and Rik van Haeringen

M&A: Arne Grimme, Heather Giannandrea, Chaggai Kon and Sasja Uijldert

FMR: Mariken van Loopik and Tjalling Waterbolk

Competition and state aid: Maikel van Wissen