Kirkland & Ellis Advises Consolis Group on Successful Debt and Equity Recapitalization Deal.

Kirkland & Ellis recently advised Consolis Group, a European leader in precast concrete solutions for the building and utilities sectors, in connection with its comprehensive debt and equity recapitalization, which was successfully completed on November 28, 2024. This pivotal transaction, executed by Compact Bidco B.V., marks a new chapter in the Group’s growth trajectory, strengthening its financial position and providing the foundation to accelerate its sustainable business strategy.

Consolis Group’s recapitalization received overwhelming support from key stakeholders, including:

• Over 96% of the holders of the €300 million 5.75% senior secured notes due 2026 (SSNs),
• All lenders under its holdco PIK loan (Holdco PIK Loan),
• The Group’s revolving credit facility (RCF) lenders, and
• Affiliates of Bain Capital Private Equity, LP, the existing ultimate shareholders of the Company.

This broad support from major creditors enables Consolis to reduce debt, enhance liquidity, and streamline its capital structure, positioning the company for sustainable growth and innovation.

Key Highlights of the Recapitalization Transaction

The transaction includes several key elements that will empower Consolis to accelerate its long-term strategic goals:

• New €198 Million Exit Facility: The Group secured a €198 million exit facility, which refinanced its existing interim facilities and other group-wide facilities. This exit facility also provided approximately €47 million in new liquidity, ensuring that Consolis has the resources needed to fully fund its business plan.
• Debt-for-Equity Swap and Deleveraging: A major highlight of the recapitalization is the debt-for-equity swap of all the €300 million SSNs, combined with the discharge of the Holdco PIK Loan. This significant deleveraging will greatly improve Consolis’ financial position by reducing its overall debt burden.
• Extended RCF Maturity: Consolis successfully negotiated a three-year extension of the maturity of its revolving credit facility, further enhancing its liquidity flexibility and extending its access to credit.
• Reduced Interest Expenses: As part of the transaction, Consolis achieved a material reduction in cash-pay interest obligations, which will result in substantial savings and enhance the Group's financial efficiency going forward.

Mikael Stöhr, President of the Consolis Group said: “The Consolis group and its management are delighted to have completed its comprehensive recapitalisation transaction and secure material new money for the Company. We are grateful for the support received from our banks, bondholders, lenders and former sponsor and we are looking forward to working closely with our new shareholders in this new era for the Group. The transaction highlights our investors’ strong confidence in the Group’s business, and with the new financing in place, management can fully focus on the successful delivery of our business plan as we aim to grow our market position across our end geographies, accelerate our growth strategy and continue to support our customers with new solutions for decarbonization of the construction sector. The Transaction allows us to invest in innovation and sustainability efforts to deliver even greater value to our customers, our shareholders and the local societies where we operate.”

Consolis is a leading European provider of precast concrete solutions, specializing in highly engineered and sustainable products for the building and utilities sectors. In partnership with our customers, we create iconic buildings and infrastructure that are built to serve local communities for generations. Our purpose is clear: Well-built for well-being.

As responsible industry leaders, we are dedicated to driving the sustainable transformation of our sector. The Science Based Targets initiative (SBTi) has validated that Consolis' near-term emissions reduction goals align with the 1.5°C science-based targets framework. With a workforce of approximately 7,500 people across 17 markets globally, Consolis generated €1 billion in sales in 2023.

Kirkland & Ellis’ involvement in advising Consolis Group underscores its expertise in complex, high-stakes financial transactions. The firm’s legal team advising on the transaction included restructuring lawyers Dan Stathis, Kon Asimacopoulos, Hannah Crawford, and Angad Sethi; capital markets lawyer Cedric Van den Borren; debt finance lawyers Ben Burton and Deena Smith; and tax lawyer James Seddon.

Kirkland & Ellis is a global law firm recognized for its expertise in corporate law, litigation, intellectual property, and private equity. With offices across major financial hubs, the firm serves a diverse range of industries, providing innovative solutions for complex legal and business challenges. Known for its top-tier legal services, Kirkland & Ellis focuses on high-profile cases and transactions, offering clients cutting-edge strategies and deep industry insights.

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