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Casino, Guichard-Perrachon SA
Legal Proceedings Report • Sep 18, 2023
1183_iss_2023-09-18_fe1c0948-9892-452d-b5a7-48c1cb9dba8e.pdf
Legal Proceedings Report
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Update on the negotiations with the holders of notes issued by Quatrim
Request to extend the conciliation proceedings
Paris, 18 September 2023
As announced on 27 July 2023, Casino Group has continued negotiations with the ad hoc group of holders of the notes issued by Quatrim representing a majority of noteholders (the "Ad Hoc Group") in view of agreeing on the treatment of the Quatrim notes as part of the agreement in principle entered into on 27 July 2023 by Casino with EP Global Commerce a.s., Fimalac, Attestor (hereafter collectively the "Consortium") and some secured creditors.
In this respect, the Group, the Consortium and the Ad Hoc Group have reached an agreement in principle. The main terms of this agreement in principle are attached to this press release and have been posted today on Casino's website (Agreement).
This agreement in principle remains subject to the completion of the other restructuring transactions announced by the Group on 27 July 2023.
In addition, the conciliators (conciliateurs) today filed an application with the Paris Commercial Court for an extension of the conciliation proceedings until 25 October 2023.
All inside information relating to Casino Group which has been provided to date by Casino to stakeholders under non-disclosure agreements as part of the conciliation proceedings, has been publicly disclosed.
* * *
This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Likewise, it does not provide and should not be treated as providing investment advice. It has no connection with the specific investment objectives, financial situation or needs of any receiver. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. Recipients should not consider it as a substitute for the exercise of their own judgement. All the opinions expressed herein are subject to change without notice.
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 Casino Group's intentions, beliefs or current expectations concerning, among other things, the Casino Group's plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. 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.
These forward-looking statements reflect the Casino Group's current expectations, intentions or forecasts of future events, which are based on the information currently available and on assumptions made by the Casino Group. The forward-looking statements and information contained in this announcement are made as of the date hereof and the Casino Group is under 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 laws. All subsequent written or oral forward-looking statements attributable to the Casino Group, or persons acting on the Casino Group's behalf, included in but not limited to press releases (including on the Casino Group's website), reports and other communications, are expressly qualified in their entirety by the cautionary statements contained throughout this press release.
ANALYSTS AND INVESTORS CONTACTS
***
Christopher WELTON – Phone number: +33 (0)1 53 65 64 17 [email protected]
or +33 (0)1 53 65 24 17 IR\[email protected]
PRESS CONTACTS
Casino Group – Communications Department Nicolas BOUDOT - [email protected] - + 33 (0)6 79 61 40 99
or
- 33(0)1 53 65 24 78 - [email protected]
Agence IMAGE 7
Karine Allouis – Phone number: +33 (0)6 11 59 23 26 - [email protected] Laurent Poinsot – Phone number: + 33(0)6 80 11 73 52 - [email protected] Franck Pasquier – Phone number : + 33(0)6 73 62 57 99 - [email protected]
Appendix
Main terms of the agreement in principle with the holders of notes issued by Quatrim
Introduction
As announced on 27 July 2023, Casino Group has continued negotiations with the ad hoc group of holders of the senior secured notes issued by Quatrim (the "SSN") representing a majority of noteholders (the "Ad Hoc Group") in view of agreeing on the treatment of the Quatrim notes as part of the agreement in principle entered into on 27 July 2023 by Casino with EP Global Commerce a.s., Fimalac, Attestor (hereafter collectively the "Consortium") and some secured creditors
Quatrim owns 100% of the shares in Immobiliere Groupe Casino ("IGC"), an entity that owns the development and management of properties, including hypermarket, supermarket, convenience stores, shopping centres, petrol stations, parking and land assets
As of 31/12/2022, the Quatrim perimeter was valued at c.€752m1, and the CPF Real Estate Assets were valued at c.€64m1
Most of the properties owned by IGC are leased to stores under Casino France's banners or externally to third parties
Casino, the Consortium and the steerco of the Ad Hoc Group have now reached an agreement in principle as reflected in a term sheet that is intended to be appended to the lock-up agreement. The key terms of this agreement in principle are summarised herein
The treatment of the SSN (€553m notional outstanding) includes amongst others a maturity extension to Jan-27 (with additional 1-year extension option), an amendment to a PIYC coupon of 8.5%, allocation of disposal proceeds and a ring-fencing of the Quatrim perimeter with the SSN having limited recourse obligations to assets of the Casino Group (including capped guarantees) (summary of terms on the next pages)
The maturity extension will provide runway for IGC to implement an asset disposal plan and Quatrim debt reduction as part of the broader Casino Group strategy
This agreement in principle remains subject to the completion of the other restructuring transactions announced by the Group on 27 July 2023
Monday 18 September 2023 ▪ 3
1 Market value as of Dec-22 (Excluding Transfer Tax) with vast majority of the valuation performed by external real estate appraisal firms
Main economic terms
| Term | Description | |||
|---|---|---|---|---|
| Issuer | Same as existing SSN: Quatrim SAS |
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| Principal amount | Treatment of accrued interest: c.€28m of accrued interest until the restructuring effective date will be (i) 50% repaid in cash on the restructuring effective date and (ii) 50% added to the pre restructuring principal amount. New notional of €567m (before mandatory redemptions), comprised of: |
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| c.€553m of outstanding principal amount, and c.€14m of capitalised accrued interest1 |
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| Segregated account balance to be applied in prepayment of the Quatrim notes on the restructuring effective date |
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| Mandatory redemptions at |
c. EUR 20m as of 11 September 2023 |
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| closing | Further disposal proceeds are expected to be deposited on the segregated account ahead of the restructuring effective date |
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| Maturity | Maturity extension from 15 January 2024 to 15 January 2027, with an additional 1-year extension at Quatrim's option |
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| Ranking | Senior secured |
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| Interest | Pay-if-you can (PIYC) coupon of 8.5% per annum, subject to asset disposal plan progress PIYC interest subject to minimum liquidity criteria at Quatrim level |
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| Coupon step-up: if actual disposal proceeds are less than 80% of target disposals proceeds, coupon will be increased to 9.5% per annum |
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| Coupon step-down: if actual disposal proceeds are higher than 120% of target disposals proceeds, coupon will be decreased to 7.5% per annum |
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| Pledge over the shares of Quatrim |
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| Pledge over the shares of IGC |
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| Collatéral | Pledge over Quatrim's material bank accounts opened in France Pledge over Quatrim's Bonds Segregated Accounts and Bonds Securities Accounts with respect to the SSN |
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| Pledge over the receivables owed to Quatrim under the Segisor Proceeds Loan and Monoprix Proceeds Loan |
1 Assuming a restructuring effective date on 31 March 2024
| Term | Description |
|---|---|
| Guarantees | Limited recourse to the Casino group1 : New CGP Guarantee in relation to: Contractual rent, service charges and capex obligations due by members of Casino Group to IGC A capex shortfall Monoprix SAS Guarantee / Proceed Loan for an amount of €50m Segisor Guarantee / Proceed Loan for an amount of €46m |
| Allocation of disposals proceeds |
Certain portions of the disposal proceeds of some assets to be applied in prepayment of the Quatrim notes in case of disposal: All of the net proceeds from the sale of the assets held by Quatrim and its subsidiaries (the "Quatrim Perimeter") 33.33% of the net proceeds from the sale of the Casino Participations France ("CPF") real estate assets 33.33% of the net proceeds from the sale of Green Yellow 33.33% of the net proceeds from the sale of the other Casino Participations Finance assets Subject to minimum liquidity criteria at Casino group level, an amount capped at €46m corresponding to 50% of the net proceeds exceeding €590m received by Segisor from the disposal of LatAm assets Net proceeds for allocation subject to Minimum Liquidity Amount at Quatrim group |
| Governance | Set up by the Quatrim noteholders of a steerco observer to monitor the asset disposal plan, with step in rights in case of material breach of the asset disposal plan |
| Asset Disposal Plan |
Disposal plan related to certain assets of Quatrim and its Subsidiaries, as submitted by the Company to the Senior Secured Notes Trustee on the restructuring effective date Disposal strategy to be reasonably agreed between the Issuer, the Consortium SPV and the Majority Senior Secured Bondholders based on the disposal plan communicated by the Company on 27 July 2023 with an objective to maximize sales proceeds |
| Asset-Related Covenants |
The Asset Disposal Plan will include a covenant as to the amount of disposal proceeds to be achieved with levels to be agreed and to be tested on a semi-annual basis The Asset Disposal Plan shall also include covenants on an annual capital expenditure amount and an annual selling, general and administrative expenses |
| Governing law | Laws of the State of New York |
Monday 18 September 2023 ▪ 5
1 The Quatrim group will be subject to ring-fencing of their liabilities, assets and cross liabilities from the remainder of the Casino Group subject to the provisions of the term sheet.
IGC Real Estate Portfolio Overview
ICG Portfolio Value Overview (Post Transfer Tax) as of 31/12/2022
| (In €m) | Quatrim perimeter | ||
|---|---|---|---|
| Hypermarkets | 195 | ||
| Supermarkets | 160 | ||
| Convenient stores | 11 | ||
| Stores | 366 | ||
| Parking | 149 | ||
| Shopping centers & Petrol stations | 133 | ||
| Land and Others | 104 | ||
| Others | 385 | ||
| Total IGC | 752 |
ICG Portfolio Rent Roll & EBITDA Projection (Pre-disposal Plan)
| (In €m) | 2023P | 2024P | 2025P | 2026P | 2027P |
|---|---|---|---|---|---|
| Net rent and property development income | 37 | 39 | 41 | 41 | 41 |
| EBITDA (pre-capex) | 27 | 29 | 31 | 31 | 31 |
IGC – Net rent and property development income1
Revised real estate asset disposal plan (in €m)
| H2 2023 | 2024 | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|---|
| 74 | 207 | 73 | 79 | 75 | 72 |
Theoretical value of assets for Quatrim's bondholders
| (In €m) | Value (100%) |
Quatrim Share (%) |
Total |
|---|---|---|---|
| Quatrim Perimeter2 | 732 | 100% | 732 |
| Cash in segregated accounts | 20 | 100% | 20 |
| CPF real estate assets | 64 | 33.3% | 21 |
| Green Yellow | 135 | 33.3% | 45 |
| Other CPF assets3 (Casino Participations France) | 96 | 33.3% | 32 |
| Segisor - Exp. Latam excess proceeds share4 | 46 | n.m. | 46 |
| Monoprix guarantee | - | - | 50 |
| Total | 946 |
1 Proceeds from asset disposals based on market values (see also footnote 2), including CPF real estate assets which are outside the current Quatrim perimeter
2 Based on market value (ex. value transfer tax) as of Dec-22 with vast majority of the valuation performed by external real estate appraisal firms, after deducting €20m net cash proceeds from asset disposals completed after 31/12/2022 which have been put into segregated account.
3 Intermediary holding company which owns 100% of Quatrim, alongside Other Assets including RelevanC (100% stake; data mining and analytics services), Perspecteev c. 40% stake; fintech software development company, Robin Investments (45% stake; RE holding company)
4 Subject to final asset disposal value