18 May 2022
Carey Olsen advises Stoneway Capital Ltd on successful sale of its business and restructuring under Chapter 11 and CBCA plans
Carey Olsen has acted as British Virgin Islands legal counsel to Stoneway Capital Ltd (Stoneway) on its successful restructuring under a Chapter 11 plan (the Chapter 11 Plan) and a plan of arrangement pursuant to the Canada Business Corporations Act (the CBCA Plan), working alongside Shearman & Sterling LLP, Bennett Jones LLP, Bomchil and Lazard Frères & Co. LLC.
The Chapter 11 Plan and the CBCA Plan (together, the Plans) of Stoneway and its affiliated debtors-in-possession went effective on 17 May 2022.
As part of the Plans, Stoneway implemented the sale and restructuring transactions pursuant to which SCC Power Plc and related entities acquired the business enterprise of Stoneway, consisting of four Argentinian power generation facilities and related equipment and contracts.
As consideration for the assets, SCC Power Plc issued to certain creditors and interest holders of Stoneway US$17,861,000 6.000% Secured First Lien Notes due 2028, US$310,000,000 8.000% Secured Second Lien Notes due 2028 and US$200,000,000 4.000% Secured Third Lien Notes due 2032. The first interest payment under the notes is due on 15 September 2022.
SCC Power Plc is an English public limited company wholly controlled by the Stoneway Custody Statutory Trust, whose sole ultimate beneficiary is MSU Energy Holding Ltd. Based in the United Kingdom, MSU Energy Holding Ltd is the controlling shareholder of MSU Energy S.A., an Argentine power generator which owns and operates three state-of-the-art combined cycle plants with an aggregate installed capacity of 750MW.
The Carey Olsen team was led by corporate partner Jasmine Amaria, supported by counsel Sheba Raza in the firm's London office.
Jasmine said: "We are delighted to have assisted Stoneway and their stellar team of multi-jurisdictional advisors in achieving completion of this complex sale and restructuring project."