May 15 (Bloomberg) -- Eurotunnel SA, seeking to avoid a second brush with bankruptcy, may bring in Goldman Sachs Group Inc. and Macquarie Bank Ltd. as investors in a push to reach an agreement to cut its 6.3 billion pounds ($11.9 billion) of debt.

The manager of the tunnel that links the U.K. and France has been struggling to come up with a plan that would reduce interest payments and win approval of debt holders and shareholders. If no agreement is reached, Eurotunnel may default as soon as January.

``We are in advanced negotiations toward a global financial restructuring,'' John Keefe, a Eurotunnel spokesman, said today. The talks include Goldman Sachs, Macquarie and creditors such as Armonk, New York-based MBIA Inc., he said

Calais, France- and Folkestone, England-based Eurotunnel, Europe's biggest privately funded infrastructure project ever, hasn't met traffic forecasts since opening in 1994, bringing a share price collapse, a 1997 debt restructuring and two management changes since 2004.

Eurotunnel Chairman Jacques Gounon in January signed an outline agreement to reduce debt with institutions in an ad-hoc committee that hold about 50 percent of total debt. The tunnel operator needs approval of other creditors and shareholders for a final agreement. Eurotunnel on April 26 received approval from lenders to keep talks going until July 12.

``Goldman and Macquarie from the sound of it would underwrite people who want to get out of Eurotunnel as a play to get hold of the business as a whole,'' said John Keane, a director for securitization research at Barclays Capital in London, who works primarily for the bank's own traders, who hold Eurotunnel debt.

`Big Problem'

``The big problem is that whatever Goldman and Macquarie offer, it won't be enough for the lower-priority debt holders, and shareholders could also get agitated,'' he added. ``There is still real potential for any deal to fall over.''

Nicolas Miguet, a private investor who holds about 6 million Eurotunnel shares and led a shareholder revolt that replaced company management in 2004, said he was ``still in a wait-and-see mode.''

``I'm for a reasonable split of future benefits from the company, but if an agreement isn't positive for shareholders, they won't approve it and it will go to bankruptcy court,'' he said.

Alison Jefferis, a spokeswoman for Macquarie, declined to comment. Goldman Sachs spokesman Simon Eaton couldn't immediately be reached for comment.

Shares Suspended

The company's shares were suspended today in Paris. The stock in London has been suspended since May 2. Eurotunnel holds its annual shareholders meeting on June 30.

``We expect to issue another statement in coming days and we are on record as saying we're looking to have the outline of an agreement,'' Keefe said.

The ad-hoc committee that agreed to the outline accord in January is made up of MBIA, the European Investment Bank, Franklin Mutual Advisors LLC, Oaktree Capital Management and Ambac Financial Group Inc. MBIA insures about $1.5 billion of Eurotunnel debt of which Fitch Ratings considers $695 million to be below investment grade.

An outside spokesman for the committee, who refused to be named, declined to comment.

Eurotunnel on May 2 said it aimed to find a ``common vision'' on a debt restructuring by mid-May and on May 9 said it was in talks both creditors and investors.

``Any deal has to have value for every party,'' Keefe said. ``That means all the creditors, the shareholders and the company has to have money left over to be able to grow.''

Stock's Decline

Eurotunnel shares plunged in 1994 and 1995, as the tunnel's opening was delayed by a year and cash ran short. The stock fell to 84.74 pence at the end of 1995 from 546.98 pence two years earlier. It had a record high of 11.64 pounds in 1989. The shares have fallen an additional 51 percent since 1995.

In addition to the lack of public funding, overly optimistic forecasts for revenue plagued the project from the start.

The Eurostar trains between London and Paris and Brussels through the 50-kilometer-long tunnel were forecast in 1987 to carry 10 million passengers a year by 2000. Last year, those routes counted 7.5 million riders. Revenue totaled 566 million pounds in 2003, a third less than forecast in a 1997 prospectus for a debt restructuring. Revenue in 2005 was 541 million pounds.

Eurotunnel's difficulties stretch back 20 years, when British Prime Minister Margaret Thatcher insisted the project be funded entirely by private investors before she and French President Francois Mitterrand awarded the contract to build and operate the tunnel in 1986.

A group of banks agreed to lend money for the tunnel only if the company also raised equity through a share issue. When the project wound up costing twice the original estimate at 9.5 billion pounds, Eurotunnel was forced to borrow more funds and sold shares again in 1990 and 1994 to cover expenses.

To contact the reporter on this story: Alan Katz in Paris at akatz5@bloomberg.net .