AREA OF PRACTICE
Restructuring, Practice Group Leader
Didier Bruère-Dawson represents various groups, investment funds and investors as part of their investments, divestments and real estate projects in France and abroad by managing the risks and issues linked to insolvency proceedings, conciliation procedures, ad hoc mandates and recovery takeovers. He has transactional and litigation experience in M&A, financing projects and the acquisition of distressed businesses.
Didier also advises high net worth families concerning their investments either directly or through their operating companies.
Some of Didier's recent notable engagements (including representations handled by Didier prior to joining Brown Rudnick) include:
Debt restructuring in the context of out of court insolvency proceedings:
Representing various funds and groups in restructuring their investments in the retail, industry and real estate sectors in France and England.
Representing one of the main French creditors in the ABRAAJ matter, a major cross-border restructuring case that involved coordinating work in France, Dubai, Sharjah, England and the Cayman Islands.
Abattoirs de la Manche, industrial abattoir: Implementation of a 12M€ refinancing scheme of immovable assets through acquisition by local authorities (hence avoiding difficulties inherent to the state aid system). Work included drafting of the SEM shareholders’ agreement with Caisse des Dépots et Consignations (Public bank) and follow-up of the conciliation proceedings.
Cooperateurs de Normandie – Mutant Distribution, cooperative: Renegotiation of the banks claims according to a wide asset restructuring (assignment of assets and partnership agreements with Casino).
Altia, French leader in the insurance risk analysis sector: Set up of an ad hoc mandate to organise and obtain the safeguard of this company. Drafted and negotiated documentation enabling an amiable separation of shareholders in dispute and the resumption of their respective activities in two structures.
FRAM, hotels and tourism (French leader, 3000 employees: Ad hoc mandate. Participated in all CIRI (interministerial committee) negotiations and all industrial restructuring transactions. Assisted client in discussions relating to sale of assets (40M€), restructuring and pre-pack process.
Insolvency proceedings (receivership, liquidation safeguard):
Representing creditors based in France, Austria, Luxembourg and the Netherlands in Chase Bank Kenya’s bail-in in Kenya.
Regional Council of French Guyana – Loret group, telecommunications: (i) recovered infrastructures for more than 30M€; (ii) redefined and rendered durable the scope of public service delegation contract through a guarantee system of the operational holding of Canal + group; (iii) avoided questioning of CDC financing by European Commission with respect to agreements concluded.
CIEC, major engineering company (project ownership assistance in major building programs throughout the world): The company faced issues pursuant to outcome of an international arbitration (enforceable sentence amounting to 11M€). Implemented restructuring of the group, obtained that seizures performed prior to the receivership and the freeze of the principal creditors being ruled null and void for its main part and that award enforcement was put on hold until the end of all pending recourses (obtained judicial expertise allowing the challenge of the arbitration award and the ability to pursue for its insurers coverage).
SOFRAPAR, holding group: After the acquisition and restructuring of a group of companies, SOFRAPAR could not face its vendors notes and was placed into receivership to suspend the payment of its debt and organise the restructuring. Obtained the cancellation of SOFRAPAR’s claims amounting to more than 11M€, and commenced a new restructuring, including sale of 8M€ asset and debt restructuring.
ODO, operator of a five-star hotel, La Maison des Centraliens, Paris: ODO was facing heavy debt and delays in executing its business plan resulting from (i) underestimating the cost of renovation work needed and (ii) an overly expensive lease. Renegotiated the debt (2M€) and obtained major contributions from investment funds (2M€), halting the lessor’s actions.
Cytheris, biotech firm: Assigned the assets (4M€) of this company in collaboration with the liquidator and dealt with an arbitration litigation between France and New York City, which resulted in a 3M€ decrease of the claims against the liquidation.
Bioprotein – Transgenic Rabbit Molecul, biotech: Assisting the liquidator in the context of a 700M€ litigation relating to a patent.
Nofrag NFI, construction leader, French West Indies: In charge of the receivership leading to a restructuring.
SFS, leading French insurance broker in the construction sector: In charge of all proceedings concerning performance bonds (since 7M up to 34M€) called due to the builder/developer facing insolvency proceedings.
Elixens, pharmaceutical, takeover of Laboratoire Philippe Davioud: Implementation of recovery plan (complete change of stock ownership taking into account TEPA funds constraints and in order to maintain accreditations and European subsidies).
Hill Street, SPV of investments funds in luxury hotel business: Implemented a 20M€ takeover in the context of a recovery plan, in order to take control of a luxury five-star hotel located in St Barthelemy. Following insolvency proceedings, negotiated agreements with the previous owner and implemented the whole documentation with investors and final set-up of the takeover.
In bonis structuring and restructuring:
Lead counsel in an open bidding process for two French companies headed by a French custodian, both of which owned challenged patents and licensed them throughout the world. Negotiations were run in France, USA ( NYC), Ireland, Canada, Mexico and Japan. The outcome was the partial sale of assets and licenses for more than $200m.
Representing a French high net-worth individual in the acquisition of an iconic real estate asset, which initially belonged to a company facing shareholders’ disputes.
Advising an American fund in the acquisition and restructuring of a French company, which owned and operated a major luxury resort in the Carribean, for more than €40m.
Saint Barthelemy Holding, luxury hotel development program: Lead counsel among US, Luxemburg, Cayman and Hong Kong lawyers in the context of the refinancing and restructuring of a 100M€ hotel program in St Barthelemy. First organised the refinancing by means of a REIT of Colony Capital for 50M€, with a 25M€ equity contribution by investors at the end of 2013. Next organised a second refinancing by Colony for more than 12M€ in the second half of 2014, with a 6M€ equity contribution and restructuring of the capital and real estate program.
Radisson, hotels and tourism: In 2014 La Francaise AM refinanced up to 37M€, including 26,5M€ initially financed by CACIB and BESV (up to 10M€) the senior debt of three luxury hotels located in Paris. Carried on all negotiations and supervised the documentation drafting.
Al Mana Group, specialised in franchise and trademark agreements, Qatari family office: Structured and negotiated agreements between Go Sport and the Qatari group, Al Mana. .
Decaux, world leader of outdoor advertising: Advisor to the holding of the Decaux family group and operating companies. Assisting certain operating companies with respect to various strategic issues. Structured and followed up with a major promotion and marketing programs for the Lafayette real estate complex in the Paris suburbs including Pierre et Vacances hotel facilities and student houses for 50M€.
KD 2 C, JV, development program: Set up a JV between client CIEC and a Kuwaiti financier for a promotion program of 7 billion US$. As the JV’s advisors, negotiated and drafted the documentation (turn key contract and JV) in collaboration with Kuwaiti lawyers.
Eaton : restructuring real estate portfolio (i) obtained the withdrawal of a shareholder without compensation, (ii) restructured the holding pattern of office buildings amounting to 40M€ and (iii) refinanced them. Also working on the restructuring of shopping malls located in Nantes (West of France).
Paris-ll University – Postgraduate Degree (DEA) in Business and Economic Law, 1989
Paris-I University - Master's Degree in Management, 1988
Paris-ll (Assas) - Alumni of the Institut des Hautes Etudes Internationales (IHEI), 1988
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