Cleary Gottlieb represented Codere S.A. (Codere) in the debt offering by Codere Finance 2 (Luxembourg) S.A. (Codere Luxembourg) of €165 million aggregate principal amount of its fixed-rate super senior secured notes due 2023, which represented a reopening of the same series of notes initially issued on July 29, 2020, and amendment of Codere Luxembourg and Codere Finance 2 (UK) Limited (Codere UK) of their existing euro-denominated 6.75% senior secured notes due 2021 and U.S. dollar-denominated 7.625% senior secured notes due 2021.
The refinancing transactions were conducted in connection with a scheme of arrangement initiated by Codere UK pursuant to the UK Companies Act 2006. As part of the scheme of arrangement, holders of the existing notes consented to amend the existing notes to, among other things, extend their maturity from 2021 to 2023, conform restrictive covenants to those included in the new notes, and to increase the interest rate of the euro-denominated notes to 9.5% cash/10.75% PIK and of the U.S. dollar-denominated notes to 10.375% cash/ 11.625% PIK.
Holders of the existing notes were also given the option to purchase new notes pursuant to a private placement or, outside of the United States, in reliance on Regulation S. The scheme of arrangement was initiated in the High Court of Justice of England and Wales on August 25, 2020, and was sanctioned by the court on October 7, 2020. The refinancing transactions closed on October 30, 2020.
The new notes are guaranteed on a super senior basis and the existing notes are guaranteed on a senior basis by Codere and certain of its subsidiaries, and are secured by certain share pledge agreements.
The proceeds of the new notes offering were used for general corporate purposes, including to repay in full amounts outstanding under Codere’s revolving credit facility.
Codere, headquartered in Madrid, Spain, is a leading international gaming operator with a presence in Spain, Italy, Mexico, Argentina, Uruguay, Panama, and Colombia.