Osler, Hoskin & Harcourt LLP advised the Secured Debtholder Committee of Concordia International Corp. in connection with a US$3.7 billion recapitalization transaction implemented under the Canada Business Corporations Act (CBCA).
Concordia is a global pharmaceutical company with sales in more than 90 countries and a portfolio of more than 200 patented and off-patent products. Concordia is listed on the Toronto Stock Exchange, headquartered in Ontario and has over 400 employees worldwide. Prior to commencing proceedings under the CBCA, Concordia needed to realign its balance sheet debt in order to address the considerable financial pressures that were constraining its operations and potential for future growth.
On October 20, 2017, Concordia commenced proceedings under the CBCA in order to facilitate discussions with the holders of its secured and unsecured debt regarding a potential recapitalization transaction. Following a period of extensive negotiations, Concordia and its key debtholders agreed upon a recapitalization transaction that would raise US$586.5 million of new capital pursuant to a private placement and reduce Concordia’s outstanding debt by approximately US$2.4 billion and annual cash interest expense by approximately US$170 million. The recapitalization transaction was implemented pursuant to a plan of arrangement under the CBCA that was approved by 100% of the votes cast by Concordia’s secured debtholders, 100% of the votes cast by Concordia’s unsecured debtholders and 87.37% of the votes cast by Concordia’s shareholders. The recapitalization transaction closed on September 6, 2018, leaving Concordia better positioned for future growth and success in a highly competitive industry.
Achieving a consensual realignment of Concordia’s balance sheet debt was particularly challenging in the circumstances given the global nature of Concordia’s operations, its complex capital structure and the competing interests of its various stakeholders. The recapitalization transaction also included a number of aspects that are novel in the context of Canadian arrangement transactions of this nature and highlight the flexibility of the CBCA as a tool for implementing consensual balance sheet recapitalization transactions.
The Osler team was led by Marc Wasserman and Michael De Lellis (Insolvency and Restructuring) and included Martino Calvaruso and Justine Erickson (Insolvency and Restructuring), Eric Levy, Don Gilchrist and Andrew MacDougall (Corporate), Kevin Morley and Kashif Zaman (Banking & Financial Services), Jacqueline Code (Research), Firoz Ahmed and Emily Gilmour (Tax) and Shuli Rodal (Competition).