PRESS
RELEASE
SUCCESSFUL
COMPLETION OF THE FINAL STEPS OF THE FINANCIAL RESTRUCTURING OF THE
COMPANY
Paris (France), 22
September 2020 – Technicolor (Euronext Paris:
TCH; OTCQX: TCLRY) (“Technicolor” or the
"Company") is pleased to announce the successful
completion of the final steps provided for in the accelerated
financial safeguard plan of the Company approved by the Paris
Commercial Court on 28 July 2020 (the “Safeguard
Plan”).
Richard Moat, Chief Executive
Officer of Technicolor, stated:
“With the closing of this most recent
transaction we have finalized our financial restructuring. This
significant accomplishment has been achieved in a very short period
of time thanks to the commitment of all our stakeholders, and I
would like to take this occasion to once again thank all the
parties who have made this restructuring possible. We now have an
appropriate capital structure adapted to the needs of our business,
and we are entering a new era in our history. Technicolor has solid
business foundations and strong capabilities, especially in terms
of highly skilled people and assets. Our Company plays a vital role
in the markets in which we operate, and provides truly
differentiated products and services to our clients, who have been
very supportive throughout this process. We have the right business
focus, operational design and, with the gradual recovery of our key
markets, in particular Production Services, Technicolor is poised
to return to delivering profitable growth, cash generation and
value creation for shareholders.”
Implementation of the reinstated
Debt Facilities
The Company finalized and executed today
the contractual documentation implementing the reinstatement of
46.5% of the debt facilities due by the Company under (i) the
facility agreement of circa EUR 984 million originally dated 6
December 2016 and (ii) the revolving credit facility agreement of
EUR 250 million originally dated 21 December 2016 (together, the
“Debt Facilities”) within new term lines of credit in an
amount equivalent to EUR 574 million in principal, maturing on 31
December 2024 and the granting, as collateral, of new security
interests on certain assets of the Company and its subsidiaries
(collectively, the “Group”).
Repayment and equitization of
the non reinstated Debt Facilities
The significant reduction of the Group's
indebtedness, in an amount of c. EUR 660 million, has been
finalized today as part of the definitive completion of (i) the
capital increase with shareholders' preferential subscription
rights for a total gross amount, including issue premium, of EUR
329,999,999.90 (the "Rights Issue") partly subscribed in
cash by the shareholders and holders of subscription rights and by
way of set-off, at par, by the creditors under the Debt Facilities
pursuant to their guarantee committment and (ii) the capital
increase with cancellation of the shareholders' preferential
subscription right in favour of the creditors of the Debt
Facilities, for a gross amount, including the issue premium, of EUR
329,999,996.60, subscribed exclusively by the creditors under the
Debt Facilities by way of set-off, at par, against the balance of
their claims under the Debt Facilities (the “Reserved
Capital Increase” and together with the Rights Issue, the
“Capital Increases”). The non reinstated Debt
Facilities have therefore been repaid in cash for an amount of EUR
59,716,580.58 and equitized for an amount of EUR
600,283,419.22.
Following the completion of the Capital
Increases (but before exercise of the New Money Warrants and
Shareholders Warrants (each as defined below)), and to the
knowledge of the Company1, the shareholding structure of the
Company is the following:
Shareholders |
|
Number of shares |
% of capital and voting rights2 |
Credit
Suisse AM |
|
27,710,942 |
12.7% |
Barings |
|
22,406,573 |
10.3% |
Bain
Capital Credit |
|
17,892,174 |
8.2% |
Alcentra
(Jubilee) |
|
14,112,656 |
6.5% |
Farallon |
|
12,625,611 |
5.8% |
GS |
|
11,980,472 |
5.5% |
Angelo
Gordon |
|
10,812,053 |
5.0% |
Bpifrance
Participations |
|
10,043,236 |
4.6% |
Other
creditors |
|
66,466,978 |
30.4% |
Other
shareholders |
|
24,273,444 |
11.1% |
Total |
|
218,324,139 |
100.0% |
It should also be noted that, pursuant
to the Safeguard Plan (i) the lenders of the New Money (as this
term is defined below) have received as of today a total amount of
17,701,957 free warrants (the “New Money Warrants”)
exercisable for a period of 3 months, giving the right to subscribe
to a maximum number of 17,701,957 new shares, at the price of one
euro cent (EUR 0.01) per new share (without issue premium) in
return for their contribution to the Group of a sum equivalent to
approximately EUR 420 million (net of costs and commissions) (the
“New Money”) and (ii) that all the shareholders of
the Company registered in the account on August 7th, 2020 have
received as of today a total amount of 15,407,114 free warrants
(the “Shareholders Warrants“), on the basis of one
(1) Shareholders Warrant for one (1) existing share, five (5)
Shareholders Warrants giving the right to subscribe for four (4)
new shares, which may result in the issue of a maximum number of
12,325,691 new shares, at a price of EUR 3.58 per new share.
Closing of the Chapter
15
Additionally, Technicolor announces
that, on September 11, 2020, the U.S. Bankruptcy Court presiding
over Technicolor’s Chapter 15 proceedings ordered the closing of
such proceedings. This marks the final step of the Company’s
proceedings in the United States of America.
Disclaimer
This press release does not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No communication and no information in respect of
this transaction may be distributed to the public in any
jurisdiction where a registration or approval is required. The
issue, the subscription for or the purchase of Technicolor’s shares
may be subject to specific legal or regulatory restrictions in
certain jurisdictions. Technicolor assumes no responsibility for
any violation of any such restrictions by any person.
This press release and the information
it includes do not constitute an offer to sell or subscribe for, or
a solicitation of an order to buy or subscribe for Technicolor
securities in Australia, Canada, Japan, or the United States of
America or in any other country in which such offer or solicitation
would be unlawful.
The release, publication or distribution
of this press release may, in certain jurisdictions, constitute a
breach of the applicable local laws and regulations. Consequently,
persons physically present in such jurisdictions in which this
press release is released, published or distributed must be aware
of and comply with any such local restrictions. This press release
must not be released, published or distributed, directly or
indirectly, in Australia, Canada, Japan or the United States of
America.
This announcement is not an
advertisement and not a prospectus within the meaning of Regulation
(EU) No 2017/1129 of the European Parliament and of the Council of
14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market,
and repealing the Prospectus Directive 2003/71/EC (the "Prospectus
Regulation").
With respect to the Member States of the
European Economic Area other than France, no action has been
undertaken or will be undertaken to make an offer to the public of
the securities referred to herein requiring a publication of a
prospectus in any relevant Member State. Accordingly, any offer of
Technicolor's securities may only be made in any Member State (i)
to qualified investors as defined in the Prospectus Regulation, or
(ii) in any other case exempting Technicolor from having to issue a
prospectus in accordance with Article 1(4) of the Prospectus
Regulation.
This press release does not constitute
or form a part of any offer or solicitation to purchase or
subscribe for securities in the United States. With respect to the
United States, Technicolor's securities have not been, and will not
be, registered under the Securities Act of the United States of
America, as amended (U.S. Securities Act of 1933, as amended,
hereinafter referred to as the "U.S. Securities Act") and
Technicolor does not intend to make a public offer of its
securities in the United States. The securities of Technicolor may
not be offered, sold, exercised or delivered within the territory
of the United States of America, as defined by Regulation S of the
U.S. Securities Act, except pursuant to an exemption from the
registration or in a transaction not subject to the registration
requirements thereof and any applicable states securities
laws.
About
Technicolor:
www.technicolor.com
Technicolor shares are admitted
to trading on the regulated market of Euronext Paris (TCH) and are
tradable in the form of American Depositary Receipts (ADR) in the
United States on the OTCQX market (TCLRY).
Investor
Relations
Christophe le Mignan: +33 1 88 24 32
83
Christophe.lemignan@technicolor.com
1 This information is given without prejudice to any
statutory or legal threshold crossing declarations which may be
made by the shareholders of the Company and is based on the shares
allocation made by the Company between the creditors of the Debt
Facilities in accordance with the Safeguard Plan. For better
clarity, certain participations have been consolidated into one
line between certain creditors of the Debt Facilities and shall not
be construed as a declaration of such creditors to act in concert
vis-à-vis the Company.
2 Percentage of actual voting rights (treasury shares
excluded).
- 09-22-2020_Completion of the financial restructuring_VUS