Market Update - 15 July 2024
Press release
Market Update
Successful funding of the Atos financial
restructuring plan
- Targeted New
Secured Financings1 of €1.675 billion committed by a
group of banks and a group of bondholders
Lock-Up
Agreement2
reached between the Company, a group of banks and a group
of bondholders covering all key terms of the financial
restructuring plan
- Supported by a
majority of the financial creditors
- Remaining creditors
are given the opportunity to participate in the Lock-Up Agreement
until July 22, 2024
Interim financing of €800 million
secured, providing the liquidity necessary to fund the business
until close of the financial restructuring plan
- €450 million
already accessible by Atos
Next steps:
- New Secured
Financings backstopped by a group of bondholders to be syndicated
until July 22, 2024, 6:00 p.m. CET to allow remaining Bondholders
at the Record Date to take their pro rata share in the New
Financings
- Opportunity to
participate in the Lock-Up Agreement offered until July 22, 2024 to
remaining creditors not already a party to this Agreement
- As previously
announced, targeting the opening of an accelerated safeguard
proceedings during the week of July 22, 2024 with the purpose of
obtaining a Court approval and implementing the financial
restructuring plan
Paris, France – July 15, 2024 –
Atos SE (“Atos” or the “Company”)
reaches another important step in its financial restructuring and
announces today the successful funding of its financial
restructuring plan, as well as a Lock-Up Agreement reached with a
group of banks and a group of bondholders (the “Lock-Up
Agreement”) willing to support the agreement on the terms
of the financial restructuring announced on June 30, 2024 (the
“Agreement on the Restructuring Terms”).
Jean-Pierre Mustier, Chairman of Atos’
Board of Directors said: “The signing of a Lock-Up
Agreement with a majority of our main financial creditors is a key
milestone in our financial restructuring process and I want to
thank the entire management team for their outstanding work over
the past few months. This important step ensures the sustainability
of Atos’ operations in the best interest of our employees and
clients.”
Paul Saleh,
Atos’ Chief Executive Officer declared: “We have
successfully reached an agreement on our financial restructuring
plan, with €1.675 billion of new financing secured and a lock-up
agreement with a group of banks and a group of bondholders, which
puts us a step closer to filing the plan with the Tribunal of
commerce by end of July as originally targeted. We have also
secured near-term liquidity for the Company as well as a long-term
financing necessary to fund the business. With this plan, Atos will
have an improved financial position and a stronger credit
profile.”
Successful funding of the Atos financial restructuring
plan
Targeted New Secured Financing of up to €1.675
billion committed by a group of banks and a group of
bondholders
Following its press release dated July 5, 2024,
Atos announces that the targeted New Secured Financings of up to
€1.675 billion, as part of the syndication for the backstop of the
New Financings, are reached and committed by a group of banks for
50% and a group of bondholders for 50%.
The New Secured Financings are allocated between
the Banks3 and the Bondholders4 at June 14,
2024, after close of market (the “Record Date”) as
follows:
-
Up to €837.5 million by the Banks (consisting of up to €337.5
million in the form of a term loan, circa €440 million in Revolving
Credit facility (RCF) and circa €60 million in bank
guarantees);
-
Up to €837.5 million by Bondholders in the form of a new bond
issue.
In addition to their €837.5 million commitment,
Bondholders at the Record Date will also be providing €75 million
in the form of backstop in cash of the Rights Issue (together the
“Bondholders New Financings”).
New Secured Financings backstopped by a group of
bondholders to be syndicated until July 22, 2024, 6:00 p.m. CET to
allow remaining Bondholders as at the Record Date to take their pro
rata share in the New Financings
As announced in its press releases of June 30,
2024 and July 5, 2024, a syndication period for the backstop of the
Bondholders New Financings has already been completed allowing all
Bondholders as at the Record Date to commit before July 3, 2024 to
backstop these financings. This syndication process allowed to
fully secure the funding of the Bondholders New Financings.
In order to allow the
Bondholders at the Record Date (who have not yet committed to
backstop the Bondholders New Financings) to participate in the
financial restructuring, the Company announces today the opening of
a new syndication period during which these Bondholders will be
able to subscribe, pro rata only to their Bonds’ holding at the
Record Date, to the Bondholders New Financings.
All the Bondholders at
the Record Date that have not already participated in the backstop
but wish to subscribe their pro rata share of the Bondholders New
Financings are therefore invited to formalize their commitment, by
July 22, 2024 6:00 p.m. CET by completing the following form:
https://forms.kroll.com/orbeon/fr/is/atos-bh-form/new?form-version=1.
The Company reminds
that the subscription of these New Financings is opened only to the
Bondholders as at the Record Date.
Bondholders at the
Record Date willing to participate, for their pro rata share, in
the new bond issue are required to participate also in the €75
million backstop in cash of the Rights Issue for an equivalent
proportion.
The terms and
conditions of the New Financings are set out in the restructuring
term sheet published on the Company’s website and in the Lock-Up
Agreement. Further information concerning the New Financings is
available to Bondholders at the Record Date via the following
website: https://deals.is.kroll.com/atos.
Lock-Up Agreement reached between the
Company, a group of banks and a group of bondholders covering all
key terms of the financial restructuring plan
As announced in its press release of June 30,
2024, the members of the group of bondholders and the members of
the group of banks, together holding more than 50% of the unsecured
debt of the Company, have undertaken to subscribe, in accordance
with the stipulations of the Agreement on the Restructuring Terms
and the Lock-Up Agreement, each as far as they are concerned, to
several successive capital increases, if necessary in the form of a
backstop, enabling a significant reduction in the Company’s net
financial debt in parallel with the contributions of new secured
financings.
As a reminder, these operations include:
- A rights issue with maintenance of
the preferential subscription rights for existing shareholders, for
an amount of €233 million, at a reduced subscription price compared
to the Equitization Capital Increases (to the extent legally
permissible), with €75 million in cash backstopped by bondholders
participating in the new financings (described below) and €100
million backstopped by the creditors participating in the new
financings (the “Participating Creditors”) by set
off against the portion of their respective debts (the
“Rights Issue”), any cash proceeds resulting from
the subscription to this Rights Issue will be kept in full by the
Company for the purpose of financing its business operations;
- If the €100 million backstop by
set-off against their respective debts provided by the
Participating Creditors in the Rights Issue is not called up in
full, the amount remaining to be subscribed shall be equitized on
terms similar to those for the Rights Issue, through a capital
increase without preferential subscription right reserved to them
(with, if applicable5, a priority period (délai de
priorité) for the benefit of existing shareholders), by way of
debt equitization (the “Potential Capital
Increase”). As part of the Potential Capital Increase, the
Participating Creditors will also have (i) the option to subscribe
for an additional amount in cash of up to €75 million (the
“Optional Additional Equity”) and (ii) the option
to equitize part of their debt in proportion to their participation
in the Additional New Money Debt (as defined below).
- The equitization of €2.8 billion
(in addition to the €100 million equitization mentioned in the
paragraph above) of Atos’ financial debt increased by the amount of
accrued and unpaid interests due to Atos’ financial creditors as
from the opening of the accelerated safeguard procedure, through
two share capital increases without preferential subscription
right, one reserved to the Participating Creditors (with, if
applicable6, a priority period (délai de
priorité) for the benefit of existing shareholders), the other
reserved to creditors not participating in the new financing (the
“Non-Participating Creditors”) (with, if
applicable7, a priority period (délai de
priorité) for the benefit of existing shareholders) (the
“Equitization Capital Increases”). The
Equitization Capital Increase reserved to Non-Participating
Creditors will be offered on less favorable conditions than the one
offered to Participating Creditors. Any cash proceeds resulting
from the subscription by existing shareholders to these
Equitization Capital Increases under their priority rights will be
used in full to repay the Company’s relevant unsecured financial
creditors at par value in due proportion. The remaining debt of
€1.95 billion that will not be equitized will be reinstated with
new terms and an extended maturity schedule.
(together the “Financial Restructuring
Capital Increases”)
-
A contribution between €1.5 billion and €1.675 billion of new
secured financings (new money debt) (depending on the
amount of cash subscriptions to the Rights Issue and of the
Optional Additional Equity as part of the Potential Capital
Increase) to be subscribed in equivalent proportions by (i) the
Banks (as defined in Schedule 1) at the Record Date and (ii) the
Bondholders (as defined in Schedule 1) at the Record Date. It being
specified that the new secured financings will be increased by an
amount (split 50%/50% between the participating Banks and
Bondholders) corresponding to the difference between €250 million
and the total amount of cash subscriptions to the Rights Issue and,
if applicable, to the Potential Capital Increase (including the
Optional Additional Equity, but excluding the cash proceeds
resulting from the subscription by existing shareholders to the
Potential Capital Increase under their priority rights which will
be used to repay the Company’s relevant unsecured financial
creditors at par value in due proportion to the portion of their
debt equitized under this Potential Capital Increase) (the
“Additional New Money Debt”).
The Company reminds that the implementation of
the Agreement on the Restructuring Terms will result in massive
dilution for Atos existing shareholders, who should, in the absence
of participation in the proposed Financial Restructuring Capital
Increases, hold less than 0.1% of the share capital.
|
Existing shareholders (for their current
shareholding) |
Existing shareholders (for the shares subscribed under the
€233 million Rights Issue) |
Financial creditors |
100% participation in the €233 million Rights
Issue8 |
0.05% |
25.83% |
74.12% |
0% participation in the €233 million Rights Issue |
0.06% |
- |
99.94% |
Opportunity to participate in the Lock-Up
Agreement offered until July 22 to remaining creditors not already
a party to this Agreement
The terms and conditions of the Lock-Up
Agreement include, in particular, an undertaking by the signatories
to support and carry out any steps or actions reasonably necessary
to implement and complete the financial restructuring in accordance
with the Agreement on the Restructuring Terms and the Lock-Up
Agreement and, accordingly, to execute the required contractual
documentation. Under these terms and conditions, the Atos debt held
by the signatories will remain transferable during the period of
implementation of the financial restructuring, subject to several
conditions including the transferee being committed in the same
terms by the Lock-Up Agreement.
Financial creditors holding the Company’s
unsecured debt, as described in Schedule 1, will have the option of
accessing to the Lock-Up Agreement until July 22, 2024 by
contacting Kroll, acting as information and calculation agent under
the Lock-Up Agreement (the “Agent”), for the
attention of Victor Parzyjagla and/or Thomas Choquet, at the
following email address atos@is.kroll.com, subject to compliance
with the terms and conditions set out in the Lock-Up Agreement.
In consideration for the undertakings given in
the Lock-Up Agreement, the members of the group of bondholders, the
members of the group of banks and any other Non-Secured Financial
Creditors (as defined in Schedule 1) who have signed or acceded to
the Lock-Up Agreement before July 19, 2024 6:00 p.m. CET and
unconditionally accepted its terms and conditions will receive,
under the conditions described in the Lock-Up Agreement, an early
accession fee of 50 basis points calculated on the nominal value of
the relevant amounts of the unsecured debt they hold (the
“Early Accession Fee”).
Non-Secured Financial Creditors who have not
signed or acceded to the Lock-Up Agreement prior to July 19, 2024
6:00 p.m. CET but who will sign or accede to it by the Cut-Off Date
(as defined below) and unconditionally accept its terms and
conditions, will receive an Accession Fee of 25 basis points
calculated on the nominal value of the relevant amounts of the
unsecured debt they hold (the “Accession
Fee”).
The Early Accession Fee and the Accession Fee
will be paid in cash by the Company on or around the date of
completion of all the financial restructuring operations.
The deadline for accessing to the Lock-Up
Agreement is July 22, 2024, 6:00 p.m. (CET) (the “Cut-Off
Date”).
The procedures for access to information
relating to the transaction for Non-Secured Financial Creditors
wishing to accede to the Lock-up Agreement are described in
Schedule 2.
Governance
Upon closing of the financial restructuring, it
is specified that the banks and the bondholders of the Company do
not intend to act in concert together and that consequently, the
Company will remain not controlled9. The Company will
continue to refer to the Corporate Governance Code of Listed
Corporations (Code Afep-Medef), as amended from time to
time.
The Board of directors will remain composed by a
majority of independent directors, and certain creditors will have
the right to propose the appointment of members and/or observers
(censeurs) of the Board of directors following the
completion of the financial restructuring.
Condition precedent and implementation
The implementation of the financial
restructuring remains subject to the fulfilment of several
conditions precedent, including in particular:
-
Finalization and conclusion of the long form financial
restructuring documentation, including the accelerated safeguard
plan;
-
Approval by the AMF of the securities notes (note
d’opérations) relating to the contemplated share capital
transactions;
-
Receipt of a report from an independent expert confirming that the
terms of the proposed financial restructuring (including in
relation to the share capital increases) are fair from a financial
perspective in accordance with the AMF General Regulation, as
customary for transactions of this nature;
-
Judgment of the specialized Commercial Court of Nanterre
(Tribunal de Commerce spécialisé de Nanterre) approving
the accelerated safeguard plan implementing the definitive
financial restructuring agreement; and
-
Obtaining regulatory approvals, if applicable10.
Interim financing of €800 million
secured, providing the liquidity necessary to fund the business
until close of the financial restructuring plan
The entire €450 million of initial interim
financing is accessible by the Company
As announced on July 5, 2024, the syndication
process for the incremental interim financing program of €350
million, to be available from the end of July, has already been
completed. This program remains subject to the entry into a
dedicated accelerated proceedings.
Proceeds from potential disposals of
Worldgrid and of the French Sovereign activities of Atos’ BDS
business
The net proceeds from the potential disposals of
Worldgrid and of the French Sovereign activities of Atos’ BDS
business will be used to repay the reinstated debt if the
forecasted cash balance of the Company as at December 31, 2026 is
at least €1.1 billion. Otherwise, the Company will be entitled to
retain part of those proceeds to maintain a cash balance of €1.1
billion as at December 31, 2026.
Next steps
The Company intends to pursue its discussions
with Non-Secured Financial Creditors who have not yet signed or
acceded to the Lock-Up Agreement in order to obtain their accession
to it by July 22, 2024.
As previously announced, the Company is
targeting the opening of an accelerated safeguard proceedings
during the week of July 22, with the purpose of implementing and
obtaining a Court approval on the financial restructuring plan.
The financial restructuring operations will then
be implemented during the second half of 2024 with a view to
effective completion by the end of 2024 or during the first quarter
of 2025.
The Company will inform the market in due course
of the next steps of its financial restructuring.
*
Atos SE confirms that information that could be
qualified as inside information within the meaning of Regulation
No. 596/2014 of 16 April 2014 on market abuse and that may have
been given on a confidential basis to its financial creditors has
been published to the market, either in the past or in the context
of this press release, with the aim of re-establishing equal access
to information relating to the Atos Group between the
investors.
***
Schedule 1
All the holders of the following notes (the
“Bondholders”):
- 2024 Exchangeable Notes: €500
million of zero per cent. exchangeable bonds due 6 November 2024,
issued pursuant to terms and conditions dated 6 November 2019
admitted to clearing under number ISIN: FR0013457942;
- 2025 Notes: €750 million 1.75 per
cent. bonds due 7 May 2025, issued pursuant to a prospectus dated 5
November 2018 admitted to clearing under number ISIN:
FR0013378452;
- 2026 Notes: €50 million NEU MTN
(Negotiable European Medium-Term Note) due 17 April 2026, issued
pursuant to the €600,000,000 Negotiable European Medium-Term Note
program admitted to clearing under number ISIN: FR0125601643;
- 2028 Notes: €350,000,000 2.50 per
cent. bonds due 7 November 2028, issued pursuant to a prospectus
dated 5 November 2018 admitted to clearing under number ISIN:
FR0013378460;
- 2029 Notes: €800 million 1.00 per
cent. sustainability-linked bonds due 12 November 2029, issued
pursuant to a prospectus dated 10 November 2021 admitted to
clearing under number ISIN: FR0014006G24;
All the lenders under the following credit
facilities (the “Banks”):
- Term loan A: €1.5 billion term loan
facility agreement dated July 2022 maturing in January 2025;
- RCF: €900 million revolving
facility agreement dated November 2014 maturing in November
2025.
(together, the Banks and the Bondholders, the
“Non-Secured Financial Creditors”)
Schedule 2
Procedures for Non-Secured Financial
Creditors wishing to accede
to the Lock-up Agreement
In order to access the documents made available
on the transaction website: (https://deals.is.kroll.com/atos),
Bondholders (as this term is defined in Schedule 1 of this press
release) (together, the "Debt Instruments",
identified as such in Schedule 1 of this press release) will need
to provide a satisfactory evidence of their holding of the Debt
Instruments on the basis of a certificate or other statement
delivered by their custodian or a prime broker acting as Direct
Participant (as defined below), which is not older than 2 days at
the time they request access to the transaction website to the
Agent by email to (atos@is.kroll.com). The Agent shall have
absolute discretion as to whether creditors holding Debt
Instruments are permitted access to the transaction website.
For creditors who are lenders, and not creditors
holding Debt Instruments, only lenders demonstrating their capacity
to the Company or to the Agent (for example, if they are registered
as lenders of records on the register maintained by the Company or
the relevant agents on their behalf, will be given access to the
transaction website.
Creditors holding Debt Instruments
through Euroclear or Clearstream
For Debt Instruments held through Euroclear or
Clearstream, in accordance with their usual procedures, Euroclear
and Clearstream will initially distribute the information related
to the Lock-Up Agreement to the direct participants of Euroclear or
Clearstream (“EC/CS Direct Participants” and,
together with indirect participants of Euroclear or Clearstream
“EC/CS Participants”). Each relevant EC/CS Direct
Participant, after receiving the information related to the Lock-Up
Agreement, will contact each creditor holding Debt Instruments,
directly or through other EC/CS Participants, with regards to such
information. All creditors holding Debt Instruments should comply
with the requirements of Euroclear or Clearstream, as applicable,
and deliver electronic instructions by the Cut-off date to receive
the lock-up fee due to them.
By submitting or arranging for the submission of
electronic instructions in respect of the Debt Instruments, the
holder of these Debt Instruments hereby authorizes Euroclear or
Clearstream to block such Debt Instruments and maintain such Debt
Instruments blocked from the date of the relevant electronic
instruction (inclusive) until the Cut-Off Date (as defined in the
press release) (inclusive).
Creditors holding Debt Instruments
through Euroclear France outside Euroclear or
Clearstream
For Debt Instruments held through Euroclear
France, Euroclear France will distribute the information related to
the Lock-Up Agreement to direct participants of Euroclear France
(the “Euroclear France Direct Participants” and,
together with indirect participants of Euroclear France, the
“Euroclear France Participants”), who will then
send, directly or through other Euroclear France Participants, such
information to the relevant holders of Debt Instruments.
Each holder of Debt Instruments held through
Euroclear France outside Euroclear or Clearstream must provide (if
the holder is a Euroclear France Direct Participant) or request a
Euroclear France Direct Participant to provide, the Euroclear
France Direct Participant’s evidence of the aggregate amount, in
principal or units (as applicable), of the applicable Debt
Instruments blocked by a Euroclear France Direct Participant on or
before the Cut-Off Date, in the form of a book entry certificate
(book entry certificate available from the Agent) from the
Euroclear France Direct Participant. Each Euroclear France Direct
Participant acting on behalf of several holders of Debt Instruments
must also provide, in the form of a spreadsheet attached to the
submitted form (spreadsheet available from the Agent), a list of
the amounts in principal amount or units of Debt Instruments, the
names, addresses, email addresses and telephone numbers of the
holders of Debt Instruments.
Lender creditors
Accessions of lenders creditors (including in
particular bank lenders, or more generally creditors which are not
holders of Debt Instruments) to the Lock-Up Agreement will be
validated by the Company and the Agent in accordance with the terms
of the Lock-Up Agreement as at the Cut-Off Date.
Disclaimer
This document contains
forward-looking statements that involve risks and uncertainties,
including references, concerning the Group’s expected growth and
profitability in the future which may significantly impact the
expected performance indicated in the forward-looking statements.
These risks and uncertainties are linked to factors out of the
control of the Company and not precisely estimated, such as market
conditions or competitors’ behaviors. Any forward-looking
statements made in this document are statements about Atos’s
beliefs and expectations and should be evaluated as such.
Forward-looking statements include statements that may relate to
Atos’s plans, objectives, strategies, goals, future events, future
revenues or synergies, or performance, and other information that
is not historical information. Actual events or results may differ
from those described in this document due to a number of risks and
uncertainties that are described within the 2023 Universal
Registration Document filed with the Autorité des Marchés
Financiers (AMF) on May 24, 2024 under the registration number
D.24-0429. Atos does not undertake, and specifically disclaims, any
obligation or responsibility to update or amend any of the
information above except as otherwise required by law.
This document does not contain or constitute an offer of Atos’s
shares for sale or an invitation or inducement to invest in Atos’s
shares in France, the United States of America or any other
jurisdiction. This document includes information on specific
transactions that shall be considered as projects only. In
particular, any decision relating to the information or projects
mentioned in this document and their terms and conditions will only
be made after the ongoing in-depth analysis considering tax, legal,
operational, finance, HR and all other relevant aspects have been
completed and will be subject to general market conditions and
other customary conditions, including governance bodies and
shareholders’ approval as well as appropriate processes with the
relevant employee representative bodies in accordance with
applicable laws .
About
Atos
Atos is a global
leader in digital transformation with c. 94,000 employees and
annual revenue of c. € 11 billion. European number one in
cybersecurity, cloud and high-performance computing, the Group
provides tailored end-to-end solutions for all industries in 69
countries. A pioneer in decarbonization services and products, Atos
is committed to a secure and decarbonized digital for its clients.
Atos is a SE (Societas Europaea), and listed on Euronext Paris
.
The purpose of
Atos is to help design the future of the information space.
Its expertise and services support the development of knowledge,
education and research in a multicultural approach and contribute
to the development of scientific and technological excellence.
Across the world, the Group enables its customers and employees,
and members of societies at large to live, work and develop
sustainably, in a safe and secure information space .
Contacts
Investor relations:
David Pierre-Kahn | investors@atos.net | +33 6 28 51 45 96
Individual
shareholders: 0805 65 00 75
Press contact: globalprteam@atos.net
1 As defined in June 30, 2024 press release: provision of
secured new money debt in an amount from €1.5 billion to €1.675
billion in the form of new secured financings (the “New
Secured Financings”) as well as €75 million in the form of
backstop in cash of the Rights Issue (the “Equity
Financings Backstop”, together with the New Secured
Financings, the “New Financings”).
2 A Lock-Up Agreement is an agreement under the terms of which
the signatories undertake to support and carry out any steps or
actions reasonably necessary for the implementation and completion
of the Company’s financial restructuring. The terms and conditions
of the Lock-Up Agreement are customary and include a commitment by
the signatory creditors to support the financial restructuring in
accordance with the principles agreed in the Agreement on the
Restructuring Terms, and accordingly to sign the required
contractual documentation.
3 As defined in Schedule 1
4 As defined in Schedule 1
5 If the shareholders vote against the proposed
accelerated safeguard plan. If the existing shareholders subscribe
to the Potential Capital Increase within the priority period
(délai de priorité), under the conditions of Article
L.22-10-51 of the French commercial code, the new shares would be
subscribed at the same price as those to be subscribed by the
Participating Creditors in the Potential Capital Increase.
6 If the shareholders vote against the proposed
accelerated safeguard plan. If the existing shareholders subscribe
to the Equitization Capital Increases within the priority period
(délai de priorité), under the conditions of
Article L.22-10-51 of the French commercial code, the new shares
would be subscribed at the same price as those to be subscribed by
the Participating Creditors or the Non-Participating Creditors (as
the case may be) in the Equitization Capital Increases.
7 See footnote 6
8 On a fully diluted basis (including the full
exercise of the option to inject EUR 75m in cash as part of the
Potential Capital Increase).
9 As defined by Art. L.233-3 of the French Commercial Code
10 Ongoing analysis by the parties of the need to obtain any
potential regulatory approvals required implement the contemplated
transactions.
- PR - Atos - Market Update - 15 July 2024
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