Atos Market Update – July 24, 2024
Press release
Market Update
The Court opens the accelerated
safeguard proceedings to implement Atos pre-arranged financial
restructuring plan
-
Decision taken by the Court considering the strong level of support
from the financial creditors
-
Accelerated safeguard proceedings only impacts financial debt (RCF,
TL, bonds) and share capital of Atos SE; no impact on suppliers,
employees and other claims held on Atos SE
-
Court hearing for the approval of the accelerated safeguard plan
expected on October 15, 2024
-
Following Court approval, implementation of the plan through
several capital increases and debt issuances from November 2024
until January 2025
Implementation of the pre-arranged
financial restructuring plan
-
€800 million short term interim financing available to the Company
secured until closing and to be refinanced with the €1,750 million
New Financings1 to be put in place before year-end
2024
Strong participation of the
Bondholders2 to the
New Financings
-
Up to €837.5 million new bond and €75 million backstop in cash of
the Rights Issue underwritten by 67% of the Bondholders
Jean Pierre Mustier appointed Atos CEO
in addition to his role as Chairman
Paris, France – July 24, 2024 –
Atos SE (“Atos” or the “Company”)
announces today the opening of an accelerated safeguard proceedings
by the specialized Commercial Court of Nanterre, for an initial
period of two months, which may be renewed for two additional
months.
The Court opens the accelerated
safeguard proceedings to implement Atos pre-arranged financial
restructuring plan
As announced in the press release of July 15,
2024, the purpose of this procedure is to enable the Company to
implement its financial restructuring plan in accordance with the
Lock-Up Agreement3 reached between the Company, a group
of banks and a group of bondholders.
The Court has estimated that, with the level of
financial creditor support and the information provided by the
Conciliator during the hearing, the financial restructuring plan
should be successfully approved through the accelerated safeguard
proceedings.
In this context, the Specialized Commercial
Court of Nanterre appointed:
(i) SELARL
FHB, represented by Maître Hélène Bourbouloux, and SELARL AJRS,
represented by Maître Thibaut Martinat, as judicial administrators;
and
(ii) SELARL
C. Basse, represented by Maître Christophe Basse, and Alliance,
represented by Maître Gurvan Ollu, as creditors’
representatives.
The sole objective of the accelerated safeguard
proceedings, which only involves financial creditors and
shareholders, is to implement and obtain a Court approval on the
terms of the financial restructuring plan agreed in the Lock-Up
Agreement. It only relates to the financial indebtedness of Atos
(RCF, TL and bonds) and does not impact suppliers, employees, the
governance of the Company, or other claims held by the creditors of
the Company or its subsidiaries.
As a reminder, the main features of the
financial restructuring plan agreed in the Lock-Up Agreement
consist of €1.75 billion of new funding, a debt reduction of at
least €3.1 billion and no debt maturing before year-end 2029.
The Company reminds that the implementation of
the financial restructuring will result in massive dilution for
Atos existing shareholders, who would, if they do not participate
in the proposed capital increases, hold less than 0.1% of the share
capital.
The opening of the
accelerated safeguard proceedings will imply a further downgrade,
for technical reasons, of Atos credit rating, which currently
stands at CCC-. The Company believes its credit rating should
gradually improve after the completion of its financial
restructuring and remains confident on its objective to reach a BB
credit rating by 2026 year-end.
Strong participation of the Bondholders
and to the New Financings
Following its press release dated July 15, 2024,
Atos announces that a new syndication period opened to
Bondholders4 at June 14, 2024, after close of market
(the “Record Date”) for subscription to the
Bondholders New Financings was successfully closed.
At the close of this syndication period, 67% of
Bondholders at the Record Date contributed to the New Secured
Financings, which includes:
-
Up to €837.5 million commitment in the form of a new bond issue;
and
-
€75 million in the form of backstop in cash of the Rights
Issue.
Participants to the Bondholders New Financings
have joined the Lock Up Agreement in support of the Company’s
financial restructuring plan.
As mentioned in its press release of 15 July
2024, the New Financings to be provided by the Banks (as detailed
below) was fully subscribed at the end of the syndication that
closed on 11 July 2024 by a group of Banks that executed the Lock
Up Agreement.
This syndication marks the completion of the
target New Financings of €1,750 million, allocated between the
Banks5 and the Bondholders at the Record Date as
follows:
-
Up to €837.5 million by the Banks (consisting of up to €337.5
million in the form of a term loan, circa €440 million in Revolving
Credit facility (RCF) and circa €60 million in bank
guarantees);
-
Up to €837.5 million by Bondholders in the form of a new bond
issue;
-
€75 million by Bondholders in the form of backstop in cash of the
Rights Issue.
Jean Pierre Mustier appointed Atos CEO
in addition to his role as Chairman
The opening of the
accelerated safeguard proceedings marks the completion of an
important step in the financial restructuring process of Atos and
the start of a new era of recovery and development.
In this context, Paul
Saleh has decided to leave the Group and has presented his
resignation to the Board of Directors, which has accepted it with
immediate effect. The Board expresses its sincere thanks to Paul
Saleh, salutes his commitment and contributions during the past
year, and wishes him the best for his future endeavors.
Upon proposal from the
Nomination Committee, the Board of Directors of Atos has
unanimously voted favorably on the appointment of Jean-Pierre
Mustier, previously Chairman of the Board of Directors, as Chairman
and Chief Executive Officer, with immediate effect.
Next
steps
The voting of classes of affected parties is
intended to take place by the end of September 2024.
The hearing before the Specialized Commercial
Court of Nanterre for the approval of the accelerated safeguard
plan is intended to take place on October 15, 2024.
Following the Court approval, the plan will be
implemented through several capital increases and debt issuances
from November 2024 until January 2025.
The Company will inform the market in due course
of the next steps of its financial restructuring.
***
Schedule 1
All the holders of the following notes at June
14, 2024 after close of market (the “Record Date”)
(the “Bondholders”):
-
2024 Exchangeable Notes: €500 million of zero per cent.
exchangeable bonds due 6 November 2024, issued pursuant to terms
and conditions dated 6 November 2019 admitted to clearing under
number ISIN: FR0013457942;
-
2025 Notes: €750 million 1.75 per cent. bonds due 7 May 2025,
issued pursuant to a prospectus dated 5 November 2018 admitted to
clearing under number ISIN: FR0013378452;
-
2026 Notes: €50 million NEU MTN (Negotiable European Medium-Term
Note) due 17 April 2026, issued pursuant to the €600,000,000
Negotiable European Medium-Term Note program admitted to clearing
under number ISIN: FR0125601643;
-
2028 Notes: €350,000,000 2.50 per cent. bonds due 7 November 2028,
issued pursuant to a prospectus dated 5 November 2018 admitted to
clearing under number ISIN: FR0013378460;
-
2029 Notes: €800 million 1.00 per cent. sustainability-linked bonds
due 12 November 2029, issued pursuant to a prospectus dated 10
November 2021 admitted to clearing under number ISIN:
FR0014006G24;
All the lenders under the following credit
facilities (the “Banks”):
-
Term loan A: €1.5 billion term loan facility agreement dated July
2022 maturing in January 2025;
-
RCF: €900 million revolving facility agreement dated November 2014
maturing in November 2025.
(together, the Banks
and the Bondholders, the “Non-Secured Financial
Creditors”)
Disclaimer
This document contains
forward-looking statements that involve risks and uncertainties,
including references, concerning the Group’s expected growth and
profitability in the future which may significantly impact the
expected performance indicated in the forward-looking statements.
These risks and uncertainties are linked to factors out of the
control of the Company and not precisely estimated, such as market
conditions or competitors’ behaviors. Any forward-looking
statements made in this document are statements about Atos’s
beliefs and expectations and should be evaluated as such.
Forward-looking statements include statements that may relate to
Atos’s plans, objectives, strategies, goals, future events, future
revenues or synergies, or performance, and other information that
is not historical information. Actual events or results may differ
from those described in this document due to a number of risks and
uncertainties that are described within the 2023 Universal
Registration Document filed with the Autorité des Marchés
Financiers (AMF) on May 24, 2024 under the registration number
D.24-0429. Atos does not undertake, and specifically disclaims, any
obligation or responsibility to update or amend any of the
information above except as otherwise required by law.
This document does not
contain or constitute an offer of Atos’s shares for sale or an
invitation or inducement to invest in Atos’s shares in France, the
United States of America or any other jurisdiction. This document
includes information on specific transactions that shall be
considered as projects only. In particular, any decision relating
to the information or projects mentioned in this document and their
terms and conditions will only be made after the ongoing in-depth
analysis considering tax, legal, operational, finance, HR and all
other relevant aspects have been completed and will be subject to
general market conditions and other customary conditions, including
governance bodies and shareholders’ approval as well as appropriate
processes with the relevant employee representative bodies in
accordance with applicable laws .
About
Atos
Atos is a global
leader in digital transformation with c. 94,000 employees and
annual revenue of c. € 11 billion. European number one in
cybersecurity, cloud and high-performance computing, the Group
provides tailored end-to-end solutions for all industries in 69
countries. A pioneer in decarbonization services and products, Atos
is committed to a secure and decarbonized digital for its clients.
Atos is a SE (Societas Europaea), and listed on Euronext Paris
.
The purpose of
Atos is to help design the future of the information space.
Its expertise and services support the development of knowledge,
education and research in a multicultural approach and contribute
to the development of scientific and technological excellence.
Across the world, the Group enables its customers and employees,
and members of societies at large to live, work and develop
sustainably, in a safe and secure information space .
Contacts
Investor relations:
David Pierre-Kahn | investors@atos.net | +33 6 28 51 45 96
Individual
shareholders: 0805 65 00 75
Press contact: globalprteam@atos.net
1
As defined in June
30, 2024 press release: provision of secured new money debt in an
amount from €1.5 billion to €1.675 billion in the form of new
secured financings (the “New Secured Financings”)
as well as €75 million in the form of backstop in cash of the
Rights Issue (the “Equity Financings Backstop”,
together with the New Secured Financings, the “New
Financings”).
2 As defined in
Schedule 1.
3
A Lock-Up Agreement
is an agreement under the terms of which the signatories undertake
to support and carry out any steps or actions reasonably necessary
for the implementation and completion of the Company’s financial
restructuring. The terms and conditions of the Lock-Up Agreement
are customary and include a commitment by the signatory creditors
to support the financial restructuring in accordance with the
principles agreed in the Agreement on the Restructuring Terms, and
accordingly to sign the required contractual documentation.
4 As defined in
Schedule 1
5 As defined in
Schedule 1
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