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Fnac Darty S.A. - Tender Offer 2024 (XS) - Launch

Fnac Darty S.A. announces offering of €500 million senior notes due 2029 and offer to purchase for cash its outstanding senior notes due 2024 and 2026 - XS1987729412 - XS1987729768

18 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Globenewswire

The New Notes will rank pari passu with the Company’s outstanding senior notes due 2024 (the “Existing 2024 Notes”) and its existing senior notes due 2026 (the “Existing 2026 Notes” together with the Existing 2024 Notes, the “Existing Notes”). The New Notes will also rank pari passu with the Company’s senior debt including its revolving credit facility, its loan with the European Investment Bank and its delayed-draw term loan.

The Company additionally announces today that it has commenced an offer to Eligible Holders (as defined in the Tender Offer Memorandum), of the Existing Notes to tender for cash their Existing Notes up to a Maximum Acceptance Amount (the “Tender Offer” and collectively with the New Notes Offering, the “Transactions”), subject to the conditions set out in the tender offer memorandum dated today’s date (the “Tender Offer Memorandum”). The Tender Offer Memorandum sets forth full details of the Tender Offer and Eligible Holders are urged to read the Tender Offer Memorandum in its entirety. Any terms not defined herein have the meaning ascribed to them in the Tender Offer Memorandum.

The Company intends to use the gross proceeds from the New Notes Offering to repurchase the Existing Notes in the Tender Offer and pay certain fees and expenses in connection with the Transactions. If not all the Existing 2024 Notes are repurchased in the Tender Offer, the Company intends to redeem them at par shortly after the closing of the Tender Offer. The Company also intends, if need be, to partly redeem the Existing 2026 Notes that remain outstanding after the Tender Offer once they are able to be redeemed at par (i.e. from May 30, 2024) such that €50 million of the Existing 2026 Notes remain outstanding thereafter.



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