Petra Diamonds’ Proposed US$409.9 Million Debt For Equity Restructuring

Ashurst, working alongside Conyers, advised Petra Diamonds in relation to all aspects of its long-term balance sheet restructuring, including in respect of its US$650 million 7.25% Senior Secured Second Lien Notes due May 2022. White & Case LLP advised the ad hoc group of noteholders, while Baker McKenzie advised the South African lender group.

The proposed restructuring, details of which have been published today in a combined shareholder circular and prospectus, involves the recapitalisation of the Petra Diamonds group including a conversion of US$409.9 million of Notes debt into new equity which, if approved by existing shareholders, will result in the Noteholder group holding approximately 91% of Petra Diamonds Limited’s enlarged share capital.

The proposed restructuring also involves a creditor scheme in relation to the Noteholder debt (including the recognition of the scheme under Chapter 15 of the US Bankruptcy Code), the partial reinstatement of the Notes debt not being converted to equity and a restructuring of the group’s first lien facilities.

Petra Diamonds is a leading independent diamond mining group and a supplier of gem quality rough diamonds to the international market. The Company has a diversified portfolio incorporating interests in three underground producing mines in South Africa (Finsch, Cullinan and Koffiefontein) and one open pit mine in Tanzania (Williamson). Incorporated in Bermuda, Petra Diamonds’ shares are premium listed on the Main Market of the London Stock Exchange and its US$650 million Notes are currently listed on the Global Exchange market of the Irish Stock Exchange.

The Ashurst team advising Petra Diamonds was led by Giles Boothman (Picture), global head of Ashurst’s restructuring and special situations group, and senior associate Molly Woods along with partners Tom Mercer and Nigel Ward, who are advising on corporate and banking matters respectively. The wider Ashurst team also includes a number of partners and lawyers across the firm’s restructuring & special situations, corporate transactions, dispute resolution, global loans, global markets, high yield debt, incentives, projects and tax teams including: Restructuring & Special Situations: associates Charlotte Harvey and Samantha Ross. Corporate Transactions: senior associates Hayley Gow and Maria McAlister, associates Louise Johnson, Becky Eaton and Krishna Parikh, and trainees Ariella Moses and Joy Yeh. Partners Jennifer Schneck and Sarah Dulhunty and senior consultant Jeffrey Sultoon are also advising. Dispute Resolution: partner Lynn Dunne, associate Paul Ryan-Brown and trainee Mark Donnelly. Global Loans: senior associate Carrie Chen and trainee Chelsea Kwakye. Global Markets: partner Anna Delgado, senior associate Louise Young, associate Charlotte Coleman and trainee Emily Jones. High Yield Debt: senior associate Michael Lee and counsel Natalia Sokolova. Incentives: senior consultant Nicholas Stretch and senior assocaite Rebecca Servian. Projects: partner Yann Alix, senior associate Shan Koh and associate Claudia Cicone. Tax: partners Alexander Cox, Sharon M. Kim and Jeffrey H. Koppele, associate Shayaan Zaraq Bari and trainee Aaron Robertson.

Petra Diamonds was also being advised by Conyers Dill & Pearman, Werksmans Attorneys and Paul, Weiss, Rifkind, Wharton & Garrison as to matters of Bermudian, South African and US bankruptcy law respectively.

The Conyers team comprised of Director Edward Rance and Associates Karoline Tauschke and Hailey Edwards.

White & Case LLP advised the ad hoc group of noteholders with a team led by partners Christian Pilkington, Rebecca Campbell and James Greene (all London), and included partners Michael Mountain, Philip Broke, Clare Connellan (all London), Craig Atkinson and Joz Coetzer (both Johannesburg), local partners Shannon Neill and Matthew Burnell (both Johannesburg), counsel Andrzej Omietanski (London), Willem Van de Wiele (Brussels) and Richard Graham (New York), and associates Will Stoner, Beth Hough, Nayomi Skinner, Mahir Maini, Claire Sackman, Alex Field and Marianna Naicker (all London).

Baker McKenzie advised Nedbank, Absa, Rand Merchant Bank and Ninety One with a team led from London by Restructuring partner Bevis Metcalfe and from Johannesburg by partner Wildu du Plessis with support from London Capital Markets partner Haden Henderson and London based associates Samantha Greer, William Sugden, Russell Berry and Gabriella Steuer and Johannesburg based associates Chantel van Zyl and Lara Stockley.

Involved fees earner: Yann Alix – Ashurst; Shayaan Zaraq Bari – Ashurst; Giles Boothman – Ashurst; Carrie Chen – Ashurst; Claudia Cicone – Ashurst; Charlotte Coleman – Ashurst; Alexander Cox – Ashurst; Anna Delgado – Ashurst; Sarah Dulhunty – Ashurst; Lynn Dunne – Ashurst; Hayley Gow – Ashurst; Charlotte Harvey – Ashurst; Louise Johnson – Ashurst; Sharon Kim – Ashurst; Shan Koh – Ashurst; Jeffrey Koppele – Ashurst; Michael Lee – Ashurst; Maria McAlister – Ashurst; Tom Mercer – Ashurst; Samantha Ross – Ashurst; Paul Ryan-Brown – Ashurst; Jennifer Schneck – Ashurst; Rebecca Servian – Ashurst; Natalia Sokolova – Ashurst; Nicholas Stretch – Ashurst; Nigel Ward – Ashurst; Molly Woods – Ashurst; Louise Youngman – Ashurst; Russell Berry – Baker McKenzie; Wildu du Plessis – Baker McKenzie; Samantha Greer – Baker McKenzie; Haden Henderson – Baker McKenzie; Bevis Metcalfe – Baker McKenzie; Gabriella Steuer – Baker McKenzie; Lara Stockley – Baker McKenzie; William Sugden – Baker McKenzie; Chantel Van Zyl – Baker McKenzie; Hailey Edwards – Conyers Dill & Pearman; Edward Rance – Conyers Dill & Pearman; Karoline Tauschke – Conyers Dill & Pearman; Craig Atkinson – White & Case; Philip Broke – White & Case; Matthew Burnell – White & Case; Rebecca Campbell – White & Case; Joz Coetzer – White & Case; Clare Connellan – White & Case; Alex Field – White & Case; Richard Graham – White & Case; James Greene – White & Case; Beth Hough – White & Case; Mahir Maini – White & Case; Michael Mountain – White & Case; Marianna Naicker – White & Case; Shannon Neill – White & Case; Andrzej Omieta?ski – White & Case; Christian Pilkington – White & Case; Claire Sackman – White & Case; Will Stoner – White & Case; Willem Van de Wiele – White & Case;

Law Firms: Ashurst; Baker McKenzie; Conyers Dill & Pearman; White & Case;

Clients: Absa Bank Limited; Nedbank Ltd; Ninety One ; Petra Diamonds Ltd.; Petra Diamonds Ltd. – ad hoc group of noteholders; Rand Merchant Bank;