The Bottom Line™:

• Earlier this year, Selecta executed a bold liability management transaction that first primed minority holders of its first lien notes, then left them with an unappealing choice between remaining subordinated or losing “sacred rights” protections for 12 months.

• Aggrieved holders have recently filed a complaint in New York, raising the novel argument that the ad hoc group of creditors – by way of a notably aggressive cooperation agreement – and the company violated federal and state antitrust laws.

• We discuss the key arguments raised in the New York complaint.

Overview

Swiss vending machine company Selecta undertook a particularly aggressive liability management transaction earlier this year, and aggrieved minority holders are not taking it lying down. In addition to a pending appeal of a Dutch court decision to approve the share enforcement that was central to the restructuring process, they recently filed a complaint in New York.
Most notably, the plaintiffs raised novel antitrust claims, alleging that the ad hoc group of creditors and the company violated federal and state antitrust laws. The litigation places cooperation and framework agreements in the spotlight, and a decision in the case could have a significant impact on how these agreements are drafted and used in future liability management transactions.
Below, we discuss the key arguments raised in the New York complaint.