Shareholders of Officine Maccaferri’s holding company SECI moved €57.6 million of real estate assets into a newco called SEI in 2017 in order to obtain new financing from its lenders through the newly-created vehicle, sources close to the situation told Reorg.
The decision to move the assets to SEI, which is owned by SECI’s shareholders, came as Officine Maccaferri’s holding company was struggling to get new financing from its lenders in 2017 and therefore raised new capital through SEI using the spun-off real estate assets as collateral, sources said. The new financing was invested into some of SECI’s subsidiaries which did not turn into profitable activities, sources added.
Italian prosecutors, who have
placed SECI’s management (Gaetano Maccaferri, Alessandro Maccaferri, Antonio Maccaferri, Piero Tamburini, Massimo Maccaferri, Angela Boni, Raffaella Boni, Guglielmo Bozzi Boni) under investigation for alleged breach of bankruptcy law and fraudulent bankruptcy, claim the holding company should have not moved these funds outside of SECI, thereby reducing creditors’ recovery in case of default, sources said.
According to SECI’s
concordato plan, which was
filed at the end of March with the court of Bologna, real estate assets owned by SEI were expected to be used to maximize the recovery of SECI’s creditors, sources said.
Investors are wondering whether the investigation could impact the ongoing deal with Officine Maccaferri’s ad hoc bondholder group, which consists of Carlyle, GLG and Stellex Capital and is meant to
acquire a controlling capital share in Officine. As a result of the transaction, SECI would
see its shareholding in Officine’s share capital diluted from 100% to 4%.
The ongoing investigation could delay further the admission of SECI’s
concordato plan, sources said.
SECI’s company operations, including those of Officine Maccaferri, will not be impacted by the ongoing investigation, a spokesperson told Reorg. The real estate assets held by SEI are currently “operative,” the spokesperson added.
At the end of February, an Italian prosecutor
filed a bankruptcy petition (
istanza di fallimento) for SECI after it failed to file its
concordato plan by
Jan. 4.
SECI’s
concordato plan
envisages the continuity of SECI as a holding company, keeping participation investments in the manufacturing business, and the exit from the agri-food, energy and real estate businesses through the sale of assets deemed no longer strategic. Proceeds of the asset sales will be used to repay fully privileged creditors and partially unsecured ones. The latter will get a minimum 16% recovery along with an earnout of up to 25%.
-- Luca Rossi