top of page

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

Casino, Guichard-Perrachon S.A. (“Casino”) Announces Requisite Consents Received from Holders of its Senior Notes due 2026 and 2027 (Code: XS2276596538 , XS2328426445) (the “Notes”)


06 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Luxse (Source: Groupe Casino)



...


"Reference is made to the press release published by the Casino Group on May 26, 2023 announcing the Conciliation Proceedings.


Prior to the opening of the Conciliation Proceedings, Casino and holders representing in excess of a majority in aggregate principal amount of the outstanding Notes entered into a forbearance letter. Pursuant to the terms of the forbearance letter, such holders have agreed to waive the default or event of default resulting from the commencement of the Conciliation Proceedings and to rescind any acceleration of the Notes and the consequences resulting therefrom for a duration not exceeding 8 Business Days from the opening of the Conciliation Proceedings, and Casino has agreed to distribute a revised consent solicitation statement.


Casino announces today that it has received the required majority under each of the Notes to effect such waivers and to make amendments to certain provisions of the indentures governing such Notes for the duration of the Conciliation Proceedings."


...

 

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


26 MAY 2023


Full announcement including disclaimers and offer restrictions available via Globenewswire (Source: Groupe Casino)


"Further to its press releases of 24 April 2023, the Casino group has received the consent of the senior secured lenders under its Term Loan B Facility and Revolving Credit Facility (“RCF”) as well as the Quatrim secured bonds1 and the unsecured bonds issued by Casino and subject to New York law (coming due in 2026 [code: XS2276596538] and 2027 [code: XS2328426445]) in order to request the appointment of conciliators (conciliateurs) without this being considered as a default or an event of default.


In this context, on 25 May 2023, the President of the Paris Commercial Court decided to open a conciliation procedure for the benefit of Casino Guichard-Perrachon SA and certain of its subsidiaries2, for an initial period of four months, which may be extended by one month, and appointed Thévenot Partners (Aurélia Perdereau) and BTSG (Marc Sénéchal) as conciliators.


The purpose of this procedure is to enable the Casino group to engage in discussions with its financial creditors within a legally secure framework. The conciliation procedure only concerns the financial debt of Casino Guichard-Perrachon SA and certain of its subsidiaries and will have no impact on the group's relations with its operational partners (in particular its suppliers) and its employees.


In the context of ongoing discussions with the TERACT group and Groupement Les Mousquetaires, on the one hand, and following the proposal made by EP Global Commerce a.s. on the other, the Casino group considers that the conciliation procedure will provide the best possible framework for discussions with its creditors and potential investors.

Casino’s Board of Directors has set up an ad hoc committee made up of independent directors and members of the Audit Committee in order to continue the examination of the above-mentioned projects and to monitor the conciliation procedure.


The Casino group will keep the market informed in due course. The trading of Casino shares and other listed securities issued by the company, which was suspended on 22 May 2023, will resume today at market opening."


...

 

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."


...



 


**PREVIOUS CASINO OFFER BELOW**

 

A link to the launch announcement can be found here.








Tags:

1 view0 comments

コメント


bottom of page