Casino Group: Success of the Group financing transactions for a
total amount of €1.8bn
THIS ANNOUNCEMENT IS FOR INFORMATIONAL
PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF QUATRIM
S.A.S.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Success of the Group financing
transactions for a total amount of €1.8bn
Paris, 7 November 2019.
In the context of its refinancing plan announced
on 22nd October, the Casino Group announces the successful
syndication of a €1,000m term loan B and placement of a €800m
secured high yield bond, both maturing in January 2024.
The new Group financings thus amount to €1.8bn,
€300m higher than the €1.5bn target amount announced previously.
This reflects the large oversubscription of these instruments by
investors.
This additional amount will increase the size of
the tender offer on the existing bonds maturing in 2020, 2021 and
2022, which was launched on 5 November and is expected to close on
12 November.
The term loan margin will be Euribor + 5.5%1 and
the bond coupon will be 5.875%.
In the context of these financing transactions,
the Group plans, as already announced to provide security over the
following assets:
- The term loan investors will benefit from security over the
main French operating subsidiaries, Casino Finance and the French
holding companies owning the Group’s stakes in Latin America;
- The investors of the high yield bond, issued by Quatrim, a
100%-controlled indirect subsidiary of Casino, Guichard-Perrachon
will benefit from security over the shares of Immobilière Groupe
Casino, which itself owns approximately €1.0bn of real estate
assets in France.
This transaction results in an extension of the
average debt2 maturity from 3.3 years to 3.9 years. Combined with
the new revolving credit facility that is being put in place for an
amount of approximately €2,0bn and a maturity in October 20233,
this refinancing plan also improves the Group’s liquidity with an
average maturity of credit lines in France increasing from 1.6
years to 3.6 years.
This strengthening of the capital structure will
allow the Group to fully focus on reaching its operating, financial
and strategic objectives as well as executing its asset disposal
plan.
The completion of these transactions is expected
by the end of November.
This press release constitutes a public
disclosure of inside information by the Group under Regulation (EU)
596/2014 (16 April 2014) and Implementing Regulation (EU) No
2016/1055 (10 June 2016).
The Offering is being made by means of an
offering memorandum. This press release does not constitute an
offer to sell or the solicitation of an offer to buy the Notes or
any other security in any jurisdiction and shall, in any
circumstance, not constitute an offer, solicitation or sale in the
United States or in any jurisdiction in which, or to any persons to
whom, such offering, solicitation or sale would be unlawful.
The Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or any U.S. state securities
laws, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state and local securities laws. Accordingly, the Notes are being
offered and sold in the United States only to (i) qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and (ii) to non-U.S. persons outside the United
States in offshore transactions in accordance with Regulation S
under the Securities Act. Any public offering of securities to be
made in the United States will be made by means of an offering
memorandum that may be obtained from the Issuer and that will
contain detailed information about the Issuer, the Group and its
management, as well as financial statements.
No action has been, or will be, taken in any
jurisdiction (including the United States) by the Issuer that would
result in a public offering of the Notes or the possession,
circulation or distribution of any offering memorandum or any other
material relating to the Issuer or the Notes in any jurisdiction
where action for such purpose is required.
The offering memorandum related to the Notes has
not been prepared in the context of a public offering other than to
qualified investors in France within the meaning of Article L.
411-1 of the French Monetary and Financial Code and Title I of Book
II of the Règlement Général of the Autorité des marchés financiers
(the French Financial Markets Authority) (the
“AMF”) and therefore has not been and will not be
submitted for clearance to the AMF. Consequently, the Notes are not
being offered directly or indirectly to the public in France other
than to qualified investors and the offering memorandum has not
been distributed or caused to be distributed and will not be
distributed or caused to be distributed to the public in France
other than to qualified investors. Offers, sales and distributions
of the Notes have been and shall only be made in France to
qualified investors (investisseurs qualifiés) within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (as amended or
superseded, the “Prospectus Regulation”) and in
accordance with Articles L. 411-1 and L. 411-2 of the French
Monetary and Financial Code. The direct or indirect distribution to
the public in France of the Notes so acquired may be made only as
provided by Articles L. 411-1 to L. 411-4, L. 412-1 and L. 621-8 to
L. 621-8-3 of the French Monetary and Financial Code.
This press release and the offering memorandum
related to the Notes are for distribution only to, and is directed
solely at, (x) persons who (i) are outside the United Kingdom, (ii)
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), or (iii) are high net worth entities
falling within Article 49(2) of the Order and (y) any other persons
to whom it may otherwise lawfully be communicated (all such persons
together being referred to as “relevant persons”).
This press release and the offering memorandum related to the notes
are directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this press release and the offering
memorandum related to the Notes relate is available only to
relevant persons and will be engaged in only with relevant
persons.
The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation. Consequently, no
key information document required by Regulation (EU) No 1286/2014
(as amended, the “PRIIPs Regulation”) for offering
or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs
Regulation.
Forward-Looking Statements
This press release may include forward looking
statements. These forward looking statements can be identified by
the use of forward looking terminology, including the terms as
“believe”, “expect”, “anticipate”, “may”, “assume”, “plan”,
“intend”, “will”, “should”, “estimate”, “risk” and or, in each
case, their negative, or other variations or comparable
terminology. These forward looking statements include all matters
that are not historical facts and include statements regarding the
Group’s or any of its affiliates’ intentions, beliefs or current
expectations concerning, among other things, the Group’s or any of
its affiliates’ results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in
which they operate. By their nature, forward looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Readers are cautioned that forward looking statements are not
guarantees of future performance and that the Group’s or any of its
affiliates’ actual results of operations, financial condition and
liquidity, and the development of the industries in which they
operate may differ materially from those made in or suggested by
the forward looking statements contained in this press release. In
addition, even if the Group’s or any of its affiliates’ results of
operations, financial condition and liquidity, and the development
of the industries in which they operate are consistent with the
forward looking statements contained in this press release, those
results or developments may not be indicative of results or
developments in subsequent periods.
The forward-looking statements and information
contained in this announcement are made as of the date hereof and
the Group undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
In connection with the issuance of the Notes, a
stabilizing manager (or any person acting on behalf of such
stabilizing manager) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is
no assurance that the stabilizing manager (or any person acting on
behalf of the stabilizing manager) will undertake stabilization
action. Any stabilization action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the
Notes is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of
the Notes and 60 days after the date of the allotment of the Notes.
Any stabilization action or over-allotment must be conducted by the
stabilizing manager (or person acting on behalf of the stabilizing
manager) in accordance with all applicable laws and rules.
ANALYST AND INVESTOR CONTACTSRégine GAGGIOLI – +33 (0)1 53
65 64 17 rgaggioli@groupe-casino.fror
+33 (0)1 53 65 24 17
IR_Casino@groupe-casino.fr
PRESS
CONTACTSCasino Group – Direction
of CommunicationStéphanie ABADIE -
sabadie@groupe-casino.fr - +33 (0)6 26 27 37 05
or
+33(0)1 53 65 24 78 -
directiondelacommunication@groupe-casino.fr
Agence IMAGE 7Karine
ALLOUIS - +33(0)1 53 70 74 84 -
kallouis@image7.frGrégoire LUCAS - gregoire.lucas@image7.fr
1 If Euribor is negative, it will be deemed equal to zero
2 Bond debt and term loan
3 Cf. press release issued this morning.
- 2019-11-07 - Success of the Group financing transactions for a
total amount of €1.8bn
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