Macfarlanes advises Superdry on capital and restructuring measures

18 June 2024

Macfarlanes has advised global fashion brand, Superdry, on capital and restructuring measures. 

The measures comprised a court approved restructuring plan under Part 26A of the Companies Act 2006 to restructure Superdry’s UK property estate and retail cost base as well as to extend its secured debt facilities, an equity raise and a delisting. The equity raise took the form of a placing to Superdry’s founder and chief executive Julian Dunkerton. Mr Dunkerton had also agreed to underwrite an open offer as an alternative to the placing. The proposals, which were subject to shareholder and court approval, were all interconditional and comprised a reconstruction and refinancing for the purpose of the Listing Rules.

The plan involved the first restructuring plan accompanied by a capital raise in respect of shares that are admitted to trading on the main market of the London Stock Exchange. It also received an unprecedented level of support from creditors, with 12 of 13 classes voting to approve the plan (with 99% by value of those creditors voting in favour).

The deal was led by corporate M&A partner Harry Coghill, with assistance from senior counsel Mark Slade and associate Basra Marjan. The restructuring plan and banking work was led by finance partners Paul Keddie and Jat Bains with assistance from senior counsel Simon Beale, senior associate Tim Bromley-White and associates Adam Ridley and Tom Birt.

Macfarlanes worked closely with Superdry’s general counsel Jennifer Richardson to deliver the transaction.

Commenting on the deal, Harry Coghill said, “Together, these capital and restructuring measures constitute a key package of measures that are needed to avoid Superdry entering into insolvency, allow it to return to a more stable footing, accelerate its turnaround plan and drive it towards a viable and sustainable solution. We are proud to have supported our client at such a critical stage in its history.”