Cineplex SA, which operates under the “Cineplanet” brand, a leading company in the cinema market, with operations in Peru and Chile, successfully culminated a restructuring process of its First and Second Corporate Bonds Programs, through the respective Bondholders' Meetings dated on July 15 and September 14, 2020, respectively. The First Program issued Bonds for an amount of S/140’000,000.00, while the Second Program for S/150'000,000.00, both per a total amount of S/290’000,000.00 (in Dollars, more than US $ 80’000,000.00). It should be noted that the First Bond Program is planned for up to an amount of US$ 150'000,000.00, while the Second Program for up to an amount of S/500'000,000.00 (in Dollars, more than US $ 140'000.00.00).
This transaction represents an important milestone in the restructuring and capital markets, since Cineplanet is one of the first companies to successfully reach agreements with its bondholders (of two Programs), being Cineplanet, for its category of business (cinemas), one of the most affected companies with the crisis caused by COVID-19, and which to date is not yet authorized by the Peruvian Government to restart activities.
In this transaction, BBGS Peru (BBGS Saco-Vertiz & Landerer Abogados) advised Cineplanet, in its role of Issuer, as well as in the preparation, negotiation and closing of all the documentation and contracts to formalize the granting of the respective waivers, which included negotiations with the Bondholders’ Representative (“RO”) -a role that in both cases was in charge of BANCO DE CREDITO DEL PERÚ- and with each of the bondholders of both programs (among them, AFPs, Insurance Companies, Funds, among others) . Banco Interbank also participated in this process, in its role as Structuring Agent.
The participation of several actors in this negotiation, and the position of Cineplanet due to this crisis, represented an important challenge to carry out this negotiation and conclude it successfully. In fact, the closing involved the negotiation of the Amendments to each of the Bond Agreements and its respectively Complementary Agreements (two Programs), with each of the Bondholders and the RO, and, subsequently, go to the General and Special Bondholders’ Meetings to get the approval of all these agreements.
Carlos Saco-Vertiz and Gerardo Guzmán, partners of BBGS Peru, who were in charge of leading Cineplanet’s legal advice, commented that “the negotiation and subsequent agreements reached by Cineplanet with the Bondholders’ Representative and the bondholders of both programs, “represents a very important milestone for Cineplanet, since it demonstrates the confidence and total support that the Bondholders have given to Cineplanet, approving the majority of these waivers and amendments by majorities greater than 80 % of total outstanding Bonds, which will allow the company to successfully complete its restructuring process with other creditors”. They also added that “the Bondholders are sophisticated investors, who have advisers and officers with great knowledge and experience in the capital market, having each of them regulations and controls (AFPs and insurance companies) that required that Cineplanet had to align its requirements to the particular regulations of these Bondholder; as consequence, we consider that having reached agreements with the Bondholders represents a great outcome for Cineplanet, and the guarantee that it can successfully restart its activities in the short term”.