Di seguito risposta dettagliata di OSA
Dear Alessandro,
thank you for your time yesterday. As you know, the restructuring proposal from spring this year could not be executed due to HSH bank’s refusal to agree to the negotiated term sheet one day before the bondholders’ meeting on 01 June 2017. This proposal would have left the company with a stable operation and own vessels. The guaranteed recovery (from the interest payment in June 2017) and the potential recovery would have been significantly higher than they are expected today.
As a result of the refusal, the company was forced to file for insolvency as they no longer had a positive going concern prognosis. The company filed for insolvency in self administration and a custodian was appointed by the local court in Hamburg. The aim of the German insolvency code (Insolvenzordnung) is to maximise the recovery to the creditors. In this particular case it needs to be noted that the bond was issued by Rickmers Holding AG whilst further significant amounts of debt was issued by the ship owning subsidiaries and secured against the assets, i.e. the vessels of these ship companies. Upon filing of the insolvency the financing banks declared due the loans on the level of the vessel-owning companies. Therefore, the assets that would have been (or were) available for the operation prior to the insolvency, were no longer part of the group. The saleable assets were therefore significantly less than the whole group prior to the insolvency, because the entitled creditors on the vessel level have taken out their securities.
As a result, investors could only bid for the parts of the group, that were free of securities, which was mainly the technical management service. The expected quota for the creditors on the Rickmers Holding AG level includes the highest bid of the sales process. The process was led by Macquarie, a highly regarded global investment bank specialising in the sale of companies.
Like you, we had hoped for the original restructuring proposal to be executed to avoid the unpleasant situation we are in today but unfortunately there was no higher bid in the sales process and no investor who would have invested in pre-insolvency to avoid insolvency.
The new investor will continue the operation with a much smaller group and is not acquiring any vessels from Rickmers Holding as all vessels have been taken over by the individual financing banks that had security over them. Also, the new investor does not assume any outstanding debt of Rickmers Holding AG.
As bondholder representative we completely understand your frustration regarding the anticipated recovery and are in talks with the new investor about options for bondholders participate in the future development of the (new) company. However, these discussions have not been finalised but we will update all bondholder as soon as we can. However, as explained the investor only acquired a small part of the pre-insolvency group which can limited the potential recovery compared to the recovery under the original restructuring proposal.
Again, we understand your disappointment and had also hoped for a better outcome. But the above is the result of ordinary insolvency proceedings and the division of a whole group with a complex capital structure which included securities on various levels/companies, leaving mainly the technical management service free for sale on the Rickmers Holding AG level.
We are available anytime for further discussion