Cerba SteerCo Goes Restricted, Holds Preliminary Talks With EQT Over Initial Proposal Envisaging 25% Senior Secured Debt Haircut, About €300M Sponsor Contribution

Sponsor EQT is sounding out creditors to French clinical labs business Cerba over a preliminary proposal involving a roughly €300 million equity injection in the business in exchange for a roughly 25% haircut of the senior secured debt, sources told Octus. However, initial feedback suggests that lenders expect a larger new-money contribution to agree a consensual deal, the sources noted.

A steering committee, or SteerCo, of creditors has recently gone restricted, and formal discussions are set to begin in April, sources said.

In November 2025, EQT committed €100 million in new financing pari passu to the senior secured debt, extending liquidity runway given the company was operating at its minimum cash level and had fully drawn its €450 million RCF at the end of the third quarter. The funding commitment allowed the group to buy more time for restructuring talks to address its overlevered capital structure, comprising €4.183 billion of senior secured debt and €525 million of senior unsecured debt. There are also €297 million of lease liabilities.

Around 70% of Cerba’s senior secured lenders signed a cooperation agreement, while SteerCo members include Sona, PGIM, Invesco, Anchorage and Arini.

EQT is working with Ondra Partners and Moelis as financial advisors and Latham & Watkins as legal advisor, while the company is assisted by Rothschild & Co. and Gibson Dunn. Its RCF holders – some of whom have cross-holdings in the company’s €1.875 billion term loan B due 2028 – mandated Paul Hastings and Evercore after the summer. Separately, Cerba’s biologist shareholders are working with Lazard. Francois Kopf, a partner who joined Linklaters’ restructuring team on Aug. 1, 2025, is also assisting the group of biologist shareholders, as reported.

The discussions are still preliminary as stakeholders await the release of an independent business review, which is being carried out by Eight Advisory, sources said.

Octus’ restructuring analysis undertaken in early February concluded that EQT injecting equity could lessen the severity of any haircut and free up availability under the RCF. The base case assumed an equity contribution of €475 million by EQT, full equitization of the 2029 senior unsecured notes, or SUNs, and a 35% reduction of the senior secured debt (excluding the RCF) through a 25% haircut and 10% repayment from the EQT cash contribution. Assuming leases are left untouched, the analysis forecasts net leverage would decrease to 5.4x, or around 1 turn below the 6.7x net leverage EQT built around the business during its acquisition back in 2021.

Cerba’s €720 million senior secured notes due 2028 are quoted at 72.64 yielding 18.75%, according to Solve. The 2029 €525 million SUNs are indicated at 15.71 yielding 84.775%. Net leverage as of Sept. 30, 2025 was 9.3x based on LTM pro forma adjusted EBITDA of €522 million (post-IFRS 16).

In third-quarter earnings delivered in November 2025, Cerba said it was preparing for a sale of its testing, inspection and certification, or TIC, business in Italy and expected to get offers soon.

The firm also guided toward positive net working capital release in the fourth quarter, as is typical in French lab businesses, and disclosed that payments on the 2028 and 2029 term loans and the RCF were shifted to semiannually from September, as opposed to monthly, to help preserve liquidity.

Cerba’s capital structure as of Sept. 30, 2025, is below: