Restructuring and sale of AEB: transparency and stakeholder management are key to success
In 2019, the Amsterdam waste disposal company AEB found itself in a crisis. In order to survive, the company had to be restructured. It was also then that the Municipality of Amsterdam decided to sell AEB. Gita Hoogeveen and Wessel Buijs, respectively Associate Partner and Manager at Boer & Croon, were brought in to supervise this process. With the sale to AVR, this trajectory was successfully completed in December 2021.
DON'T SCRAP THINGS, BUT SEEK OUT CONNECTIONS INSTEAD
Gita joined AEB as an interim Chief Restructuring Officer in April 2020. 'They were looking for someone with operational experience. Not a scrapper, but someone who seeks out connections. The first thing we did was to hold a team-building session with the management. By the end of it, everyone agreed that this trajectory could only succeed if we were to step up to the plate. That is when we started working together in a targeted way. Because, ultimately, it always starts with the fact that things have to be in order at the very top. That is also something you have to project. Then I made a start on the sale of two business units: our stake in Westpoort Warmte and the Waste Collection Centres. Then we started with the preparations for the sales process'.
'As soon as it became known that AEB was to be sold, it immediately came under a magnifying glass', says Wessel Buijs. 'The press was knocking on the door, and there were questions from the municipal council. However, at this stage you don't want to give away too much to the market, because that can influence how high a bid is. There is also a lot of internal unrest during this kind of process. Who is going to buy us, what does that mean for me and will I still have a job next year? These are legitimate questions.
At the same time, you can say very little as that could potentially affect the sales process. Internally, we briefed a select group of employees every fortnight on the state of play of the process and the steps we were going to take without sharing process-sensitive information. Structured communication plays a crucial role within a sales process not only to promote the continuity of business activities but also to minimise any potential unrest amongst employees.
'First of all, there was a phase in which AEB had to provide a lot of information so that advisors could form a picture. 'The entire organisation had to open its doors', Wessel continues. 'From technical matters to processes, results and employee contracts, it all had to be collected in a data room. This needed to be given structure. Do we have it all, is it accurate and can everyone have access to it? Prospective buyers then have the opportunity to view this information and ask the organisation questions.
Then every day, hundreds of questions poured in. This influx of questions had to be coordinated, answered, checked by the management, then sent back to the questioners, all within 24 hours. Internal coordination took up a lot of time and I took care of most of it. Stakeholder management was in Gita's hands.'
'I had a lot of contact with the Supervisory Board, the municipality of Amsterdam (as the sole shareholder, client and commissioning party) and the banks,' Gita recalls. 'Apart from that, I was the intermediary between AEB, the M&A partner Axeco and the municipality. In order to steer the process in the right direction, everyone had to be kept up to date with what was happening. So, slowly but surely, calm was restored.
Over the years, there had been some friction between various parties. However, I was able to start with a clean slate and restore communication by taking an open approach. CEO Paul Dirix told me later: within two months, the relationship with the shareholder had normalised again. The same was true for the consortium of four banks that we had been dealing with. Don't forget, this was in the middle of the corona era, so everything was handled by phone, with several contact persons per bank. Mistrust was rife.
At one point we had reached an agreement, but we had to renegotiate because the European Commission had imposed new requirements on the restructuring plan. Eventually, we managed to get one representative each from all of the banks and the lawyers in one room. We could then look each other in the eye. That really made a world of difference.
'You can only bring such a trajectory to a successful conclusion by talking and negotiating with all parties. We brought stability into the place, put affairs in order, streamlined processes. It provided clarity for everyone. I really enjoyed doing this trajectory with Wessel. It helps if there is someone from the same club.'
'The same goes for me,' Wessel says in closing. 'It was fantastic to form a tandem partnership with Gita, with all the experience she has, and to be able to spar on certain issues. I learned a lot from that. It is also nice for the client that you are not bringing in a whole consultancy pyramid, but a small dedicated team that just gets things done.'
Paul Dirix, CEO AEB
'Halfway through 2019, we had to decide to shut down four of the six incinerators due to the safety concerns. This had a knock-on effect on our finances and led to discussions with the municipality of Amsterdam, our shareholder and banks. First, at the behest of the municipality, another person was added to the management board to help with the restructuring. He left in February 2020 partly because he wanted to buy AEB himself. But that was not an option, because the municipality cannot negotiate a private sale. It has to be put out to public tender. The Supervisory Board and I thought it would be useful to have a Chief Restructuring Officer. Which is how we found Gita. The final result was that we were able to sell and, partly thanks to Gita, completed the trajectory successfully.'
'We first had to make new agreements with the banks and the municipality. The municipality helped us with an additional €35 million in financing. The municipality registered this as state aid, which means that you also have to submit a restructuring plan to Brussels and indicate how you intend to repay the money.'
'In Amsterdam, we used to manage six waste disposal locations where people could bring their bulky waste. We sold these to the municipality. We also divested ourselves of a recycling service centre via a management buy-out. And after that, we sold our 50% interest in Westpoort Warmte back to the municipality for a considerable sum. This helped us to become financially healthy again. This is another area where Gita has made a significant contribution. Gita is approachable, maintains an overview, asks the right questions and simply rolls up her sleeves to get things done. And what also helps is her sense of humour. She sees to it that people discuss things with each other'.