Transactions
& Case Studies

March 2011


$24.9 billion

Restructuring
Trusted advisor to the Government of Dubai

Moelis & Company advised the Government of Dubai on the $24.9 billion restructuring of Dubai World, as well as the $23.7 billion restructuring of Nakheel.

Dubai World’s rapid expansion started in early 2005 with a large number of debt-financed acquisitions and investments of companies and real estate projects across the world. Dubai World’s wholly owned subsidiary Nakheel, the largest real estate developer in Dubai, witnessed a period of unprecedented growth in property prices and excessive speculative activity. By the end of 2008, Dubai World and Nakheel had significant levels of financial and non-financial liabilities on their respective balance sheets totaling $49 billion. The highly complex capital structure included over 100 financial institutions and more than 65 different debt tranches comprising a mix of Islamic and non-Islamic financing.

A combination of excessive leverage, the collapse in Dubai’s real estate market and the tightening of international liquidity markets led the Government of Dubai to announce a six-month “standstill” for Dubai World and Nakheel debt obligations on November 25, 2009. Moelis & Company secured the role as exclusive financial advisor to the Government of Dubai on the $24.9 billion restructuring of Dubai World and the $23.7 billion restructuring of Nakheel. One week later, the Government of Dubai formally announced the need to restructure its liabilities at Dubai World and Nakheel, marking the beginning of the Dubai World restructuring process.

Moelis & Company was instrumental in establishing the UAE’s first insolvency reorganization regime (“Decree 57”) which was a hybrid of a US Chapter 11 Bankruptcy Code and a UK Scheme of Arrangement. This regime underlined the need to protect Dubai World and its subsidiary assets from aggressive foreign creditor actions. Importantly, it provided the ability to maintain jurisdiction in the UAE, if required, allowing the Government of Dubai to retain full control of the restructuring process. Following the establishment of this new insolvency regime, Moelis & Company played a key role in raising $10 billion of financing from the Abu Dhabi Government to support the Dubai World and Nakheel restructuring plans.

The Dubai World restructuring achieved over 99% lender consent in nine months, reaching 100% in 11 months, and the transaction successfully closed in June 2011. It was followed by the closing of the Nakheel restructuring in August 2011. Moelis & Company successfully advised the Government of Dubai on tactics and strategies in dealing with an array of stakeholders including banks, trade contractors and foreign governments.​

December 2010


$42 billion

Sale to Discover and $42.0 billion of associated asset sales to Sallie Mae and Citi
Financial advisor to the Special Transaction Committee of the Board of Directors of The Student Loan Corporation on the company’s sale to Discover and $42.0 billion of associated asset sales to Sallie Mae and Citi

On December 31, 2010, The Student Loan Corporation (“SLC,” NYSE: STU), a leading originator and servicer of student loans, and Citibank N.A. completed a series of transactions that allowed Citi to exit the student loan business and continue its strategic reduction of assets held in Citi Holdings. The transaction was structured in three parts including an agreement to sell SLC’s operating business and $4.0 billion in student loans to Discover Financial Services (NYSE: DSF). Separately, SLM Corporation (“Sallie Mae,” NYSE: SLM) agreed to acquire $28.0 billion of securitized federal student loans and related assets while Citi agreed to acquire $8.7 billion in federal and private student loans. Public shareholders of SLC were entitled to receive $30 per share, a 42% premium to SLC’s closing price on the last trading day prior to announcement. Moelis & Company acted as financial advisor to the Special Transaction Committee of SLC’s Board of Directors and issued a number of fairness opinions.

December 2010


€1.9 billion

Restructuring
Trusted advisor to Wind Hellas Noteholders

Moelis & Company has advised the Ad Hoc Committee of Senior Secured Noteholders (“SSNs”) on two highly successful restructurings of Wind Hellas Telecommunications (“Wind Hellas”) within a 12 month time-frame.

On November 27, 2009 Wind Hellas completed its first financial restructuring by way of the largest ever UK ‘prepack’ administration share sale from holding company Hellas II to a new company owned by existing sponsor Weather Investments. The share transfer eliminated €1.4 billion of Subordinated and PIK Notes from the new group, out of a €3.3 billion pre-transaction debt structure, reducing leverage and saving over €100 million in annual interest costs. Additionally a €50 million net equity injection by the acquirer was secured, further improving liquidity and financial stability and allowing the business to invest in its mobile and fixed network to support its growth plan. The price of the SSN’s in the secondary market increased from the mid-70s at the outset of the restructuring to the mid-90s following completion of the transaction, representing a significant improvement in value. Moelis & Company acted as financial advisor to the Ad Hoc Committee of SSNs, representing a majority in value of the €1.2 billion issue, the largest creditor tranche in the group.

Following completion of the transaction, performance at Wind Hellas deteriorated as a result of the onset of the Greek economic crisis and heightened market competition. The decline led the company to approach its lenders with a view to negotiate a further optimization of its capital structure. Moelis & Company acted as financial advisor to the Ad Hoc Committee of SSNs, which again represented a majority in value of the €1.2 billion issue.

On December 16, 2010 Wind Hellas completed its second financial restructuring by way of a UK ‘pre-pack’ administration share sale from holding company Weather Finance III to a new company owned by the SSNs. As a result of the restructuring, the new owners invested €420 million in order to repay senior debt and fund Wind Hellas’ long term development and business plan.

Wind Hellas was released of its previous material debt obligations, totaling €1.9 billion. Through a complete de-leveraging, saving an estimated €129 million in annual cash interest payments, and significant new investment, the company has been well placed to capitalize on its strategic competitive advantages and extend its footprint in the Greek telecom market.

November 2010


Undisclosed

Acquisition of Nexteer Automotive from General Motors
Financial advisor to Pacific Century Motors on its acquisition of Nexteer Automotive from General Motors

On November 30, 2010, Pacific Century Motors (“PCM”), an entity backed by the Beijing Municipal Government, completed its acquisition of Nexteer Automotive (“Nexteer”) from General Motors (NYSE: GM), representing the single largest investment in the auto parts industry ever made by a Chinese company. The acquisition provided PCM with a global platform for cross-selling products as well as access to Nexteer’s world-class technology, design and manufacturing capabilities. It also positioned Nexteer for greater growth through expansion of its customer base in key emerging markets, particularly in the Asia-Pacific region. Moelis & Company acted as financial advisor to Pacific Century Motors.

November 2010


$2.7 billion

Chapter 11 Reorganization
Financial advisor to the Ad Hoc Committee of Bondholders of Chemtura Corporation on its $2.7 billion Chapter 11 Reorganization

On November 10, 2010, Chemtura Corporation (“Chemtura,” NYSE: CHMT), a global manufacturer of specialty chemicals, successfully emerged from Chapter 11 bankruptcy with indebtedness reduced from $1.3 billion prepetition to $750 million post-emergence. The court confirmed a Plan of Reorganization which resulted in bondholders receiving a 100% recovery, including post-petition interest and Make-Whole/No-Call damage claims, through the issuance of cash and 95% of the reorganized company’s equity to all unsecured creditors. The Plan of Reorganization was the result of intensive negotiations with the Debtors and was confirmed over the strong objection of certain other stakeholders in a highly litigated confirmation hearing. Moelis & Company represented the Ad Hoc Committee of Bondholders, which collectively owned an overwhelming majority of the unsecured bonds.

October 2010


$1.6 billion

Sale to Man Group
Financial advisor to the Special Committee of the Board of Directors of GLG Partners on its $1.6 billion sale to Man Group

On October 14, 2010, Man Group plc (“Man,” LSE: EMG), one of the world’s largest alternative asset managers with $39 billion under management, agreed to buy GLG Partners Inc. (“GLG,” NYSE: GLG), a global alternative asset manager with $24 billion in assets under management (“AUM”), for $1.6 billion. The transaction represents the first ever public-to-public M&A transaction in the alternative asset management sector. The structure included two concurrent transactions with different forms of consideration paid to insiders and the public stockholders. Insiders received Man shares in exchange for their GLG shares based on a valuation of $3.50 per share and public stockholders received cash consideration of $4.50 per share. Man acquired the outstanding common stock of GLG not subject to the share exchange at a 55% premium to the closing price of GLG’s common stock on the last trading day prior to announcement. The transaction brought together two highly complementary businesses, both focused on delivering long-term investment performance. The combined company has $63 billion of net AUM, making it the largest alternative asset manager in the world. Moelis & Company acted as financial advisor to the Special Committee of the Board of Directors of GLG, which represented public shareholders.