Casino Group announces the launch of a bond offer and tender offer
NOT FOR DISTRIBUTION IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN
Paris, 14 December 2020,
As part of the transaction reinforcing its financial
structure announced on 9 December 2020, Casino Group today launches
(i) a new senior unsecured bond maturing January 2026 (targeted
amount of €300 million) and (ii) a tender offer on senior unsecured
bonds maturing between 2021 and 2025 (maximum amount of €1.2
billion).
The new bonds include the same restrictions on
dividends as those of the November 2019 financing. Therefore,
dividend payments will be restricted1 unless the Group’s covenant
ratio is below 3.5x post-payment of any dividend2.
The tender offer, for a maximum of €1.2 billion,
will target the Group’s senior unsecured bonds maturing 2021, 2022,
2023, 2024 and 2025. It will be financed with:
- €735 million from the proceeds of the Leader Price disposal
(€648 million) and the cash available in the segregated account
dedicated to debt repayment (€87 million);
- the tap of the Term Loan B announced on 9 December (targeted
amount of €200 million) and the issuance of the new senior
unsecured 2026 bond (targeted amount of €300 million).
During the tender offer, Casino Group will
accept any and all bonds maturing in 2021 and 2023 that are
tendered, and all or part of those maturing in 2022, 2024 and 2025
that are tendered. The cash raised and potentially not used during
the tender offer will be credited to the segregated account
dedicated to repayment of debt in the future.
This press release does not constitute an offer
to subscribe for the new bonds nor an invitation to participate in
the tender offer in or from any country or jurisdiction to whom or
in which such offer would be unlawful under the applicable laws and
regulations.
This document does not constitute an offer of
securities for sale in the United States. The securities referred
to in this announcement have not been and will not be registered
under the U.S. Securities Act of 1933 (the "Securities
Act") and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act. There will be no
public offering of the securities in the United States in
connection with this transaction.
This press release does not constitute a
prospectus within the meaning of EU Regulation 2017/1129 (the
"Prospectus Regulation").
The New Notes are not intended to be offered,
sold or otherwise made available to retail investors in the
European Economic Area ("EEA") or the United
Kingdom. For these purposes, a retail investor means a person who
is one (or more) of the following persons: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within
the meaning of Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key
information document required by EU Regulation (EU) No. 1286/2014
(as amended, the "PRIIPs Regulation") for offering
or selling the New Notes or otherwise make them available to a
retail investor in the EEA or in the United Kingdom has been
prepared and, therefore, offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
or the United Kingdom may be unlawful under the PRIIPs
Regulation.
This press release is only intended for
qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation and in accordance with articles L. 411-1 and
L. 411-2 of the French Monetary and Financial Code (Code monétaire
et financier).
This press release and the offering memorandum
related to the Notes are for distribution only to, and is directed
solely at, (x) persons who (i) are outside the United Kingdom, (ii)
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”), or (iii) are high net worth entities
falling within Article 49(2) of the Order and (y) any other persons
to whom it may otherwise lawfully be communicated (all such persons
together being referred to as “relevant persons”). This press
release and the offering memorandum related to the notes are
directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any investment
or investment activity to which this press release and the offering
memorandum related to the Notes relate is available only to
relevant persons and will be engaged in only with relevant
persons.
Forward-Looking Statements
This press release may include forward-looking
statements. These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms as
“believe”, “expect”, “anticipate”, “may”, “assume”, “plan”,
“intend”, “will”, “should”, “estimate”, “risk” and or, in each
case, their negative, or other variations or comparable
terminology. These forward-looking statements include all matters
that are not historical facts and include statements regarding the
Company’s or any of its affiliates’ intentions, beliefs or current
expectations concerning, among other things, the Company’s or any
of its affiliates’ results of operations, financial condition,
liquidity, prospects, growth, strategies and the industries in
which they operate. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Readers are cautioned that forward-looking statements are not
guarantees of future performance and that the Company’s or any of
its affiliates’ actual results of operations, financial condition
and liquidity, and the development of the industries in which they
operate may differ materially from those made in or suggested by
the forward-looking statements contained in this press release. In
addition, even if the Company’s or any of its affiliates’ results
of operations, financial condition and liquidity, and the
development of the industries in which they operate are consistent
with the forward-looking statements contained in this press
release, those results or developments may not be indicative of
results or developments in subsequent periods.
The forward-looking statements and information
contained in this announcement are made as of the date hereof and
the Company undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
ANALYST AND INVESTOR CONTACTS
Lionel BENCHIMOL – +33 (0)1 53
65 64 17 lbenchimol@groupe-casino.fror
+33 (0)1 53 65 24 17
IR_Casino@groupe-casino.fr
PRESS
CONTACTSCasino Group – Direction of
CommunicationStéphanie ABADIE - sabadie@groupe-casino.fr -
+33 (0)6 26 27 37 05
or
+33(0)1 53 65 24 78 -
directiondelacommunication@groupe-casino.fr
Agence IMAGE 7Karine
ALLOUIS - +33(0)1 53 70 74 84 -
kallouis@image7.frFranck PASQUIER – Tel : +33 (0)1 53 70 74 91
- fpasquier@image7.fr
1 Beyond an envelope which will allow the
payment of an ordinary dividend. This envelope will be calculated
as 50% of the cumulated underlying net profit (Group share),
including the contribution of discontinued operations, over the
period at the French perimeter, with a floor of €100m distributable
every year starting in 2021, plus an envelope of €100m that will be
available in one or several installments over the life of the
instruments (Cf. 22 October 2019 press release).
2 Loans and borrowings over EBITDA ratio on
France (including e-commerce) perimeter, as defined in 2019
financing documentation. As of 30 September 2020, this ratio was
6.46x, and 5.41 pro-forma the targeted 31 December 2020 gross
debt.
- 2020.12.14 - PR - Casino Group announces the launch of a bond
offer and tender offer
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