Norton Rose Fulbright advises financial institutions on €500 million financing granted to Synthos Group

Global law firm Norton Rose Fulbright advised financial institutions on the €500 million revolving facilities made available to companies from the Synthos Group incorporated in Poland and Czech Republic. The loan facilities will be used to finance general corporate and working capital purposes of the Synthos Group.

The transaction was a part of the restructuring of the indebtedness of Synthos Group, whereby: (i) Synthos S.A. issued €600 million seven-year high yield bonds on the international markets, (ii) the revolving credit facility (RCF) lenders granted to Synthos Group the revolving facilities in the amount of €500 million, (iii) the RCF lenders and the bondholders entered into the intercreditor agreement governed by English laws, made with, among others, Citibank Europe plc, as the Security Agent, and (iv) companies from Synthos Group incorporated under Polish and Czech law established common security interests for the benefit of the Security Agent. 

The revolving facilities agreement prepared by Norton Rose Fulbright, although governed by Polish law, introduces the concepts contained in high yield bonds documentation, which made the preparation of this agreement an interesting challenge.

The syndicate of the RCF Lenders included Powszechna Kasa Oszczędności Bank Polski S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., Santander Bank Polska S.A. and ING Bank Śląski S.A. as original lenders.

Synthos is a Polish chemical company operating in the synthetic rubbers, styrene plastics and dispersion, adhesives & latex industry. The company is also the producer of plant protection products (Agro). 

The Warsaw team was led by counsel Jacek Smardzewski and included counsel Marta Kawecka and associate Karolina Majcher. The team worked under the supervision of partner Grzegorz Dyczkowski who heads the Warsaw office and the firm’s Warsaw banking and finance practice.

Synthos Group was advised by White & Case LLP (Warsaw, London and Prague offices). Clifford Chance LLP (Warsaw and London offices) provided law advice to the bonds initial purchaser. McDermott Will & Emery UK LLP was legal counsel to Citibank Europe plc (the Security Agent).