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Casino, Guichard-Perrachon S.A - Consent Solicitation (and News) - Launch

Proposal by EP Global Commerce a.s. for capital increases for an aggregate amount of EUR 1.1 billion


Solicitation of consents from certain creditors and bondholders of the Casino Group regarding the possibility of initiating conciliation proceedings to guide upcoming discussions with creditors in connection with EP Global Commerce a.s.’ proposal on the one hand and the continuation of the Project TERACT on the other hand


24 APRIL 2023


Full announcement including disclaimers and offer restrictions available via yahoofinance


"Paris, 24 April 2023

Further to the press release issued today by Casino regarding a potential combination with TERACT and the discussions with Groupement Les Mousquetaires, Casino Group announces that it has also received a conditional letter of intent from EP Global Commerce a.s. (a Czech company controlled by Mr. Daniel Křetínský, affiliated to VESA Equity Investment S.à.r.l., the latter being a shareholder of Casino with a 10.06 % stake in Casino’s share capital) to subscribe to a reserved capital increase of up to 750 million euros in the share capital of Casino, Guichard-Perrachon. EP Global Commerce a.s. further intends to offer Fimalac, a shareholder of the company, the opportunity to subscribe to a reserved capital increase of up to 150 million euros. A capital increase with preferential subscription rights would also be offered to Casino’s existing shareholders, for an amount of up to 200 million euros.

At this stage, Casino Group has acknowledged the proposal. If it were to respond positively to this proposal, the implementation of the transactions proposed by EP Global Commerce a.s. could, depending on the financial parameters ultimately agreed between the parties, lead to a change of control of Casino and to a dilution which might be very significant for existing shareholders.


The transactions proposed by EP Global Commerce a.s. would notably be subject to the fulfilment of the following conditions: (i) a very substantial reduction in the Group's gross unsecured debt by way of cash repurchases and conversions into equity, (ii) obtaining antitrust clearance, (iii) obtaining approvals under French foreign investment control, (iv) obtaining a waiver by the French Market Authority from the obligation to file a public offer on the company's securities (on the basis of Article 234-9 2° of the AMF General Regulation (subscription to a capital increase by a company in recognised financial difficulty, subject to the approval of a general meeting of its shareholders)), and (v) if applicable, obtaining a waiver from secured creditors relating to the change of control of the Group. Casino Group intends to analyse EP Global Commerce a.s.’s proposal over the coming weeks, and is also in continued discussions with TERACT and Groupement Les Mousquetaires. As the completion of these transactions may require the approval of certain of Casino Group’s creditors, Casino Group is considering the possibility of requesting the appointment of conciliateurs in order to provide a framework for such discussions, which requires the agreement of certain bank creditors and bondholders.


Casino will seek the consent of certain of its lenders, in accordance with the terms of the relevant credit agreements (notably the Revolving Credit Facility (“RCF”), the Term Loan B facility, the Monoprix Exploitation RCF and the state guaranteed loan to Cdiscount).


In addition, a consent solicitation will be launched on 24 April 2023 with a view to obtaining the consent of the required majority of holders of each of Casino Group’s relevant bonds so that, if so decided, a request for, or the appointment of, conciliateurs would not constitute a default or event of default under the bond documentation (Senior Notes due 2026 (Code: XS2276596538) and 2027 (Code: XS2328426445) and Quatrim’s Senior Secured Notes due 2024 (Code: Reg S XS2010039118 / 144A XS2010038490).


The consent solicitations will expire on 19 May 2023, in each case subject to extension by Casino Group. Casino Group has appointed Kroll, as Tabulation and Information Agent for the purposes of the bondholder consultation (casino@is.kroll.com).


Casino Group confirms that no decision to request the appointment of conciliators has been taken at this stage and that it remains in full compliance with its financial commitments.

Casino Group will inform the market in due course of the progress of the discussions in relation to TERACT, Groupement Les Mousquetaires and, if applicable, EP Global Commerce a.s.’s proposal."

 

**PREVIOUS CASINO TENDER OFFER BELOW**

 

Casino, Guichard-Perrachon S.A. announces the final results of a cash tender offer for a portion of the outstanding 5.875% Senior Secured Notes due 2024 issued by Quatrim S.A.S. and held pursuant to Regulation S (ISIN: XS2010039118 / Common Code: 201003911) (the “Notes”)


31 MARCH 2023


Full announcement including disclaimers and offer restrictions available via Luxse.


"At the Expiration Deadline, €400,577,000 aggregate principal amount of Notes had been validly tendered pursuant to the Tender Offer. The Company has decided that the Final Acceptance Amount is €100,000,000.


The following table sets forth certain information relating to the final results of the Tender Offer:"



 

Casino, Guichard-Perrachon S.A. announces a cash tender offer for a portion of the outstanding 5.875% Senior Secured Notes due 2024 issued by Quatrim S.A.S. and held pursuant to Regulation S (ISIN: XS2010039118 / Common Code: 201003911) (the “Notes”)


24 MARCH 2023


Full announcement including disclaimers and offer restrictions available via Luxse.


"March 24, 2023 — Casino, Guichard-Perrachon S.A. (the “Company”) offers to the holders of the Notes (the “Noteholders”), subject to the offer restrictions referred to in “Offer and Distribution Restrictions” below, and upon the terms and subject to the conditions set forth in the tender offer memorandum dated as of the date hereof (as it may be amended or supplemented from time to time, the “Tender Offer Memorandum”), to purchase for cash the outstanding Notes issued by Quatrim S.A.S. (the “Issuer”) and held pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), up to the Target Acceptance Amount as mentioned below (which may be increased or decreased at the Company’s sole and absolute discretion) (the “Target Acceptance Amount”), and in accordance with the procedures described herein. The offer to purchase the Notes for cash is referred to herein as the “Tender Offer”. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum."


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**PREVIOUS CASINO OFFER BELOW**

 

A link to the launch announcement can be found here.








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