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Europe: SAS Agrees New Shareholder Structure

SAS has reached a major milestone in its ongoing chapter 11 process in the U.S. and has selected Castlelake, L.P., on behalf of certain funds or affiliates (“Castlelake”), Air France-KLM S.A. (“Air France-KLM”) and Lind Invest ApS (“Lind Invest”), together with the Danish state (collectively, the “Investors”) as the winning bidder consortium in its exit financing solicitation process. The agreed transaction structure includes a total investment in the reorganized SAS corresponding to USD 1,175 million (SEK 12.925 billion[1]), including USD 475 million (SEK 5.225 billion) in new unlisted equity and USD 700 million (SEK 7.7 billion) in secured convertible debt, as well as a USD 500 million (SEK 5.5 billion) refinancing by Castlelake of SAS’ current debtor-in-possession (“DIP”) term loan. As part of the transaction, SAS is intended to eventually join the SkyTeam Alliance (“SkyTeam”), of which Air France-KLM is a founding member, and exit the Star Alliance, subject to any relevant approvals and emergence from the chapter 11 process.

The details and final documentation for the agreed transaction structure remain to be finalized between the Investors and SAS. The transaction will also need to be approved as part of SAS’ chapter 11 plan of reorganization (the “Chapter 11 Plan”). The confirmation and effectiveness of the Chapter 11 Plan remain subject to various conditions precedent, including approval by the U.S. Bankruptcy Court for the Southern District of New York (the “U.S. Court”), which will require the solicitation of votes on the Chapter 11 Plan from certain creditors, approvals from various regulatory authorities and the completion of a Swedish company reorganization (as described below). No approval is expected to be required from the existing shareholders of SAS AB for the transaction.

SAS will continue to operate and serve its customers as usual throughout the implementation of the transaction, which is likely to entail a filing by SAS AB (i.e., the listed parent company for the SAS group) for a company reorganization in Sweden (Sw. företagsrekonstruktion) (the “Swedish Reorganization”) in 2024. As a result of that process, all of SAS AB’s common shares and listed commercial hybrid bonds are expected to be cancelled, redeemed and delisted (currently expected to occur during the second quarter of 2024). Consequently, no value is expected for existing shareholders in SAS AB and only a modest recovery is expected for the holders of commercial hybrid bonds.

In parallel to the transaction, and further to its joining of SkyTeam, SAS AB will seek to establish a commercial cooperation with Air France-KLM and its airlines (subject to customary approvals), to the benefit of Scandinavian customers through increased connectivity.


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