The Commercial Court number 18 of Madrid has dismissed the imposition of precautionary measures against the refinancing agreement reached at the end of March between Hurry, Editor Company of El País, and its creditors Pimco and Barclays, as well as against the expansion of capital linked to it. The car, dated Monday, rejects all the arguments presented by the plaintiffs, Andrés Varela and Global Alconaba, a company that owns 7.076% of the company’s capital, which in a first term claimed the urgent suspension of said agreements, request that was dismissed by the same court in early April.
The car, signed by Judge Lucía Martínez Ears, dismisses all the allegations presented by Global Alconaba. This claimed the challenge of two clauses contained in the initial agreement sealed between haste and its creditors: that of a potential renegotiation of the refinancing agreed in case of change of presidency; and the one related to the consideration of change of control, which raises the capital necessary so that the financiers cannot activate it.
The plaintiff claimed an alleged risk of procedural delay to request the precautionary suspension, which the judge does not consider sufficiently accredited to “paralyze the current refinancing opportunity.” Nor does it share the absence of good right, alleged by Global Alconaba, while “the proposed refinancing was not temperate, and responds to a reasonable need for society.”
Specifically, after analyzing all the evidence provided in the hearing held on April 23, the Court considers in its order that “the partial request made by the plaintiffs, demarcating the conditions that they consider contrary to the social interest of the rest of the block of agreed conditions, is unfeasible”, since “the financiers articulate the mechanisms to protect their credit in the manner they consider most appropriate and convenient for the defense of their interests” that the requirement of the risk of delay indispensable to adopt a precautionary measure.
In addition, the order describes how the Board of Directors of Hurry was informed of the negotiations over the last months and received the information about the agreement with the creditors as soon as it was reached, four hours before its celebration, “and with the presence of the financial advisor to meet the doubts that could arise.” Therefore, it rejects the concurrence of a “spurious interest” by the president of Hurry, Joseph Oughourlian, “without the slightest argument that justifies why the lenders who were imposed by such conditions were imposed by agreeing to agree on the postponement of their credit.”
-The judge rejects that the refinancing is a linked operation that requires the approval of a dispensation by the General Board of Shareholders; And also that the president of Hurry had the obligation to absent himself from the vote of the agreement, in which he abstained, denying the existence of a conflict of patrimonial interest.
“Everything points to fairness or reasonableness of the refinancing that is intended to be approved, ”says the car. Against the appeal.
In addition, the Court considers that “the existence of obvious public discrepancies between the shareholders and a line of business that the financiers did not support is a clear indication that the clauses of the key man and change of control constitute guarantees to perpetuate the current management line”, which, according to the car, “prevents in turn consider the concurrence of spurious interest by the president of the Council.”
The refinancing of the debt, which hurries plans to close immediately, will extend the maturities until 2029 and reduce financial costs, in addition to making some of its financial ratios more flexible. The same “will allow reinforcing financial stability and focusing the company on the strategic development of business,” the company explained in the information related to the results of the first quarter of the year.
Previously, as part of that agreement, Hurry completed on March 26 an extension for 9.95% of its share capital in order to capture 40 million euros. The objective of the same was the cancellation of a section of Junior debt, a precedent condition required by the financial creditors for the formalization of the new refinancing of the group’s liabilities. As of March 31, the net debt was 664 million, the lowest level of the last 20 years.
