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%|
|Bain Capital Credit||17,892,174||8.2%|
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.
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.
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).
Christophe le Mignan: +33 1 88 24 32 83
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).
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