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La Financiere Atalian S.A.A. – Exchange Offer and Consent Solicitation - Early Results

ANNOUNCEMENT ON THE EARLY CONSENT DEADLINE RESULTS

11 MARCH 2024


Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext and Atalian

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"Atalian is pleased to announce the early consent results received for its Exchange Offer and Consent Solicitation by certain Eligible Holders validly tendering their Existing Notes to be exchanged for New Notes and delivering consents in favor of the Proposed Amendments prior to the Early Consent Deadline, in each case, upon the terms and conditions set forth in the Exchange Offer Memorandum, dated February 23, 2024.


According to information provided by Kroll Issuer Services Limited (the “Exchange and Tabulation Agent”), as of 5:00 p.m. London time on March 8, 2024 (the “Early Consent Deadline”), Atalian received valid tenders and consents from Eligible Holders holding over 97.78% in the aggregate principal amount of each series of the Existing Notes, representing approximately 98.65%, 97.24%, 96.41% of the total outstanding principal amount of the 2024 Notes, the 2025 Euro Notes and the 2025 Sterling Notes, respectively.


With this current level of support, Atalian has received sufficient consents to implement the Proposed 90% Amendments to the Existing Indentures, and the Supplemental 90% Indentures will become effective and operative on the Settlement Date upon the satisfaction of the conditions set forth in the Exchange Offer Memorandum."


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Invitation by La Financière ATALIAN S.A.S. to Eligible Holders of its 4.00% Senior Notes due 2024 Rule 144A Notes: ISIN XS1605695813 – Regulation S Notes: ISIN XS1605600532 (the “2024 Notes”) 5.125% Senior Notes due 2025 Rule 144A Notes: ISIN XS1820759576 – Regulation S Notes: ISIN XS1820759147 (the “Euro 2025 Notes”) 6.625% Senior Notes due 2025 Rule 144A Notes:ISIN XS1820760319 – Regulation S Notes:  ISIN XS1820760079 (the “Sterling 2025 Notes”) to exchange all of their outstanding Notes

23 FEBRUARY 2024


Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext and Atalian

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February 23, 2024 - Following its announcements on January 19, 2024 and February 9, 2024, the Issuer announces today that it is offering to Eligible Holders (as defined below) holding the 2024 Notes and the 2025 Notes the opportunity to elect to exchange all of their outstanding 2024 Notes and 2025 Notes for (i) new senior secured notes (the “New Notes”) in the amount of €836,390,831 to be issued on the Settlement Date (as defined below), (ii) a Mandatory Cash Paydown (as defined below), which will be payable to holders of all Existing Notes on the Settlement Date in the total amount of €300 million and (iii) the Exchange Offer Principal Repayment (as defined below) which will be payable on the Settlement Date to Participating Holders (as defined below) who validly tender Existing Notes and deliver consent prior to the Early Consent Deadline and do not validly withdraw such tender and consent prior to the Expiration Time, in the total amount of €100 million, in each case, on the terms and subject to the conditions set forth in the Exchange Offer Memorandum dated as of February 23, 2024 (the “Exchange Offer Memorandum”).

In connection with the Exchange Offer, the Issuer is also soliciting consents (the “Consent Solicitation”) from holders of the Existing Notes to vote in favour of the Proposed Amendments (as defined below) to the terms of the Existing Notes and the indentures dated May 5, 2017 governing the 2024 Notes and May 9, 2018 governing the 2025 Notes, both as amended and supplemented from time to time (the “Existing Indenture”).


The Issuer is proposing the Exchange Offer to address the upcoming maturity profile of its existing indebtedness, including the 2024 Notes, which mature on May 15, 2024 and the Euro 2025 Notes and Sterling 2025 Notes, which mature on May 15, 2025. The Group believes the extension of the Existing Notes’ upcoming maturities addresses refinancing risks and will allow the Group to concentrate on delivering recovery and value growth for all stakeholders."


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"Support of the Exchange Offer and Consent Solicitation


The Issuer has negotiated the following terms of the Exchange Offer and Consent Solicitation with certain Noteholders who executed the Lock-Up Agreement and, collectively with additional holders that have acceded to the Lock-Up Agreement pursuant to the terms therein on or prior to the date hereof, hold approximately 98.7%, 97.4% and 99.2% of the aggregate principal amount of the outstanding 2024 Notes, Euro 2025 Notes and Sterling 2025 Notes (representing a total of 98.20% of the outstanding principal amount of the 2025 Notes for the Requisite 50% Consents and Requisite 90% Consents calculation), respectively, eligible to vote on the Exchange Offer and Consent Solicitation (the “LUA Participating Holders”). The LUA Participating Holders have agreed to tender all of their respective Existing Notes prior to the Early Consent Deadline pursuant to the terms of the Lock-Up Agreement. As a result, the Issuer has already received support of Noteholders holding over 98.48% of the outstanding aggregate principal amount of the Existing Notes (and reached the requisite consent level for the implementation of the Exchange Offer and Consent Solicitation). However, the obligation of each of the LUA Participating Holders to tender their respective Existing Notes is subject to one or more conditions, the failure to satisfy such conditions could entitle the LUA Participating Holders to refuse to tender their Existing Notes or withdraw any tendered Existing Notes.


The Issuer wishes to remind Noteholders that have signed or acceded to the Lock-Up Agreement that they must tender their Existing Notes and consent to the Proposed Amendments in the Exchange Offer and Consent Solicitation in order to comply with their obligations under the Lock-Up Agreement, to receive the Lock-Up Fee and the Exchange Offer Principal Repayment available to Noteholders that validly tender their Existing Notes in accordance with the terms of the Exchange Offer Memorandum."


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UPDATE ON THE REFINANCING PLAN NEAR UNANIMOUS BONDHOLDER ACCESSION TO THE LOCK UP AGREEMENT PRIOR TO LAUNCH OF PUBLIC EXCHANGE OFFER

09 FEBRUARY 2024


Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext


Paris (France) – February 9, 2024, 6:30 p.m. CET - Atalian has received near unanimous support from noteholders representing more than 90% of the aggregate principal amount of each series of its Existing Notes.

Atalian is pleased to announce that as of 6:00 p.m. (CET) February 9, 2024, the Lock-up Agreement, dated January 19, 2024, has been signed or acceded by noteholders holding over 98.4% in the aggregate principal amount of each series of the Existing Notes, as follows:


1.Over 98.7% of €625m 4.000% senior unsecured notes due May 2024

2.Over 97.4% of €350m 5.125% senior unsecured notes due May 2025, and

3.Over 99.2% of £225m 6.625% senior unsecured notes due May 2025


At over 98%, the current level of support clearly exceeds the threshold required to proceed with implementation of the Transactions set out in the January 19, 2024 Press Release (the “January Press Release”) by way of an exchange offer (the “Exchange Offer”).


This overwhelming support of the transaction will allow Atalian to progress its refinancing rapidly, without the need of a conciliation or an accelerated safeguard process. The process could now conclude in early Q2. The transaction provides gross debt deleveraging and a near 4.5 years extension to the debt maturity to the end of June 2028."


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ATALIAN REACHES AN AGREEMENT FOR THE REFINANCING OF ITS OUTSTANDING NOTES

22 JANUARY 2024


Full announcement, including disclaimers and offer/distribution restrictions, available via Euronext


Paris (France) –19 January 2024 - Atalian is pleased to announce that it has reached an agreement on a common set of commercial terms with respect to a long-term solution for the refinancing of the Group (the "Transaction") with a representative group of noteholders.

During 2023, Atalian has been considering its strategic options, including with respect to the maturity of its €625m 4.000% senior unsecured notes due May 2024, the €350m 5.125% senior unsecured notes due May 2025, and the £225m 6.625% senior unsecured notes due May 2025 (the “Existing Notes”).


After a period of confidential discussions with an ad hoc group of representative noteholders of the Existing Notes (the “AHG”), Atalian is pleased to announce that it has reached an agreement on a common set of commercial terms with respect to a long-term solution for the refinancing of the Group with noteholders representing 39% of the Existing Notes. The key features of the proposed Transaction are described in a presentation available on Atalian’s website and include:


1. a cash redemption of€400m in respect of the Existing Notes at consummation of the Transaction, with a specified allocation of €100m for participating noteholders;


2. a reinstatement of remaining amounts under the Existing Notes, to be issued in the form of new Euro denominated senior secured notes due 30 June 2028 and in an aggregate amount of approximately €836m (“Exchange Notes”)."


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"The Transaction will be implemented either via an exchange offer, requiring 90% in aggregate principal amount outstanding of each of the Existing Notes due May 2024 and the Existing Notes due May 2025 to participate, or, if required, through an accelerated safeguard proceeding subject to the support of noteholders representing not less than 2/3 in aggregate principal amount outstanding of each of the applicable class or classes of Existing Notes (as determined for the accelerated safeguard proceedings). Atalian and the representative noteholders have signed a "Lock-Up Agreement" to bind each party into supporting the Transaction on the above-proposed terms."


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