King & Wood Mallesons (KWM) has advised Hony Capital, a leading Chinese private equity firm, in relation to the restructuring of the PizzaExpress Group and carve-out of the Group’s China business.
The plan includes a debt for equity swap and has been affected through a novel restructuring plan under the new Part 26A of the UK Companies Act 2006, with an inter-conditional Company Voluntary Arrangement to enable the restructuring of the Group’s UK leasehold liabilities.
Holders of the existing £400m senior secured notes were given new debt instruments and a majority shareholding in the restructured Group. Holders of the existing £200m senior unsecured notes (including Hony Capital) and Hony Capital, in its capacity as existing shareholder, were given a minor shareholding in the restructured Group.
The restructuring plan will enable Hony Capital to complete the carve-out purchase of the China business of PizzaExpress Group, which it will continue to own and operate going forward.
Commenting on the restructuring plan, Corporate Partner Stewart Worthy said:
“We were pleased to advise Hony Capital on the innovative restructuring of the PizzaExpress Group. Fitting the carve-out of the China business into the restructuring plan was particularly challenging and it now allows Hony Capital to focus on, and grow, the China business.”
Partner and Head of Corporate & Securities Greg Stonefield said:
“Transactions, like the restructure of PizzaExpress Group, align perfectly with KWM’s unique Asia capability and our position in the London market to advise clients on pan-Asian transactions.
“Our extensive experience in Asia and deep cultural understanding of local and Asian business markets allows us to help clients navigate the challenges of cross border M&A.”
Hony Capital acquired PizzaExpress Group in 2014 and currently manages eight PE funds with more than 65 billion RMB of total assets under management.
The KWM London team was led by Partner Stewart Worthy with support from Partners Greg Stonefield, Tim Beale, Darren Roiser, Mike Wang and Vanessa Docherty.