Centro Properties Group Reorganizes: One Small Step for Man, One Giant Leap for Australian Restructurings


After four long years, Australia-based Centro Properties Group (“CNP”) has consummated a global restructuring that combines a debt-for-equity swap with an aggregation of its assets into a new real estate investment trust, Centro Retail Australia (“CRF”). Bracewell & Giuliani was first engaged by Centro’s private placement noteholders in December 2007. As the restructuring progressed Bracewell’s role expanded to becoming lead counsel for CNP’s entire international lending syndicate consisting of more than 90 distressed debt investors, institutional investors and commercial banks (the “Senior Lenders”).

Today is the effective date of the aggregation and CRF, which holds more than $4.4 billion of quality Australian retail properties, interests in various real estate investment syndicates and an internal property management business, will begin trading on the ASX. The last step in the restructuring process will take place early next week with the conversion of the Senior Lenders’ $3 billion of senior debt into the majority of the equity of CRF. Widely described in the press as one of the most complex and innovative restructurings in Australia, the CNP restructuring is a hard fought victory for all involved, demonstrating the viability of debt-for-equity transactions in Australia, the willingness of Australian courts to consider novel schemes of arrangement and the ability of the Australian restructuring regime to accommodate pre-packaged restructuring transactions.

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