KordaMentha KordaMentha is an Australian advisory and investment firm that provides specialist forensic, real estate, turnaround / restructuring and investment management services. The business was formed in April 2002 by Mark Korda and Mark Mentha. Located at
Level 24, 333 Collins Street, Victoria, Australia.
Phone: +61 3 8623 3333

KordaMentha awarded TMA Restructuring Deal of the Year

The restructure of Mirabela Nickel Limited (‘Mirabela’) has been awarded the 2014 Restructuring Deal of the Year award by the Turnaround Management Association of Australia. KordaMentha partners Martin Madden, David Winterbottom and Cliff Rocke acted as voluntary administrators, implementing a debt for equity restructure that included a number of firsts in the Australian restructuring industry.

Mirabela is an ASX listed company which owns a nickel sulphide mine in Bahia State, Brazil. A combination of factors including a sustained decline in the LME benchmark nickel price, operational challenges and critical capex spend ultimately led to the Company entering into restructuring discussions with a majority of the holders of its USD 395.0 million unsecured notes in October 2013. A USD 45.0 million interim loan was advanced by certain members of the noteholder group, this was used to support the Company while restructuring options were investigated.

 

On 24 February 2014, a majority group of noteholders agreed a debt for equity restructuring plan and administrators were appointed the following day. Within four months, KordaMentha achieved a number of firsts in the Australian restructuring landscape, including:

 
  • Obtaining leave of the court pursuant to s444GA of the Corporations Act 2001 to transfer 98.2% of existing shares (without a shareholder vote) to the Company’s noteholders in exchange for the compromise of the USD 395.0 million unsecured notes, the first time this section of the Corporations Act had been utilised in a listed context.
  • Obtaining waivers from ASIC and the ASX to facilitate the transfer of shares to the noteholders without having to obtain the approval of existing shareholders and to allow Mirabela to remain listed post the restructure, and
  • Issuing a full prospectus to the market to raise USD 115.0 million of s144A/Reg S convertible notes whilst subject to deed administration.

On 25 June 2014, a new Board and management team was appointed and the Company recommenced trading on the ASX on 30 June 2014. 

 

In commenting on the TMA award, KordaMentha Restructuring Partner, Martin Madden noted, ‘The restructure of Mirabela is just another example of KordaMentha’s situational experience and unrivalled ability to implement novel and complex restructurings. Our team worked closely with advisors, stakeholders, regulators and Company management in Australia, the US and Brazil to implement a first of its kind restructure in the Australian market. Mirabela is now well placed to stabilise and improve its operations and capitalise on the forecast global supply shortages of nickel.’

 

Rothschild (New York) acted as financial advisor to the majority noteholder group, Gilbert + Tobin and Cleary Gottlieb Steen & Hamilton LLP acted as Australian and US legal counsel respectively. Pinheiro Neto Advogados and Pinheiro Guimarães Advogados acted as Brazilian legal counsel. 

 
Further information on the restructure can be found at our publication, Mirabela Nickel Limited - An Australian first: Changing the dynamics of corporate restructuring.

 

 

KM Private Clients  |  Staff Access  |  Privacy Policy  |  Legal Status  ©  Copyright . KordaMentha.