Fnac Darty S.A. announces offering of €500 million senior notes due
2029 and offer to purchase for cash its outstanding senior notes
due 2024 and 2026
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART TO ANY U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED)
(“U.S. PERSON”) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (TOGETHER, THE “UNITED STATES”) OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES TO U.S. PERSONS OR IN THE UNITED STATES. THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM
REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE
UNITED STATES.
Fnac Darty S.A. announces offering of
€500 million senior notes due 2029 and offer to purchase for cash
its outstanding senior notes due 2024 and 2026
Ivry-sur-Seine, France — March 18,
2024. Fnac Darty S.A. (the “Company”),
has launched an offering (the “New Notes
Offering”) of €500 million in aggregate principal amount
of fixed rate senior notes due 2029 (the “New
Notes”).
The New Notes will rank pari passu with the
Company’s outstanding senior notes due 2024 (the “Existing
2024 Notes”) and its existing senior notes due 2026 (the
“Existing 2026 Notes” together with the Existing
2024 Notes, the “Existing Notes”). The New Notes
will also rank pari passu with the Company’s senior debt including
its revolving credit facility, its loan with the European
Investment Bank and its delayed-draw term loan.
The Company additionally announces today that it
has commenced an offer to Eligible Holders (as defined in the
Tender Offer Memorandum), of the Existing Notes to tender for cash
their Existing Notes up to a Maximum Acceptance Amount (the
“Tender Offer” and collectively with the New Notes
Offering, the “Transactions”), subject to the
conditions set out in the tender offer memorandum dated today’s
date (the “Tender Offer Memorandum”). The Tender
Offer Memorandum sets forth full details of the Tender Offer and
Eligible Holders are urged to read the Tender Offer Memorandum in
its entirety. Any terms not defined herein have the meaning
ascribed to them in the Tender Offer Memorandum.
The Company intends to use the gross proceeds
from the New Notes Offering to repurchase the Existing Notes in the
Tender Offer and pay certain fees and expenses in connection with
the Transactions. If not all the Existing 2024 Notes are
repurchased in the Tender Offer, the Company intends to redeem them
at par shortly after the closing of the Tender Offer. The Company
also intends, if need be, to partly redeem the Existing 2026 Notes
that remain outstanding after the Tender Offer once they are able
to be redeemed at par (i.e. from May 30, 2024) such that €50
million of the Existing 2026 Notes remain outstanding
thereafter.
Description of the Existing Notes |
Outstanding Principal Amount |
ISIN/Common Code |
Purchase
Price(1) |
Maximum Acceptance Amount |
|
|
|
|
The Company will determine the Maximum Acceptance Amount and Series
Acceptance Amounts at its sole and absolute discretion and intends
to prioritize the acceptance of the Existing 2024 Notes. Both the
Maximum Acceptance Amount and the Series Acceptance Amounts will be
announced on the Final Announcement Date (as defined in the Tender
Offer Memorandum). |
1.875% Senior Notes due 2024 |
€300,000,000 |
ISIN: XS1987729412Common Code: 198772941 |
100% |
2.625% Senior Notes due 2026 |
€350,000,000 |
ISIN: XS1987729768Common Code: 198772976 |
100% |
(1) Expressed as a
percentage of principal amount of notes tendered, exclusive of any
accrued and unpaid interest, which will be paid to, but not
including, the Settlement Date.
Whether the Company will accept for purchase any
Existing Notes validly tendered in the Tender Offer and complete
the Tender Offer is subject, without limitation, to the successful
completion (in the sole determination of the Company) of the issue
of the New Notes. Other conditions to the consummation of the
Tender Offer are described in the Tender Offer Memorandum. Subject
to applicable law, the Company reserves the right, in its sole
discretion, to waive any and all conditions to the Tender Offer.
The Company's intention is to prioritize the acceptance of tendered
Existing 2024 Notes before accepting tendered Existing 2026
Notes.
Existing Notes purchased by the Company pursuant
to the Tender Offer are expected to be cancelled and will not be
re-issued or resold. The Company has obtained the consent of its
banks to extend the maturity of its delayed-draw term loan, the
amount of which will be decreased to €100 million upon the
completion of the New Notes Offering, from December 2026 to March
2028, with the addition of two one-year extension options, to March
2029 and March 2030, exercisable at the Company’s request subject
to the approval of the lenders. The Company does not anticipate
drawing on the delayed-draw term loan on the issue date of the New
Notes.
Set forth below is a summary of the important
dates in connection with the Transactions. Eligible Holders are
advised to check with any bank, securities broker or other
intermediary through which they hold Existing Notes when such
intermediary would need to receive instructions from an Eligible
Holder in order for such Eligible Holder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke its instruction to participate in, the Tender
Offer before the deadlines specified below. The deadlines set by
any such intermediary and each Clearing System for the submission
of Tender Instructions (as defined in the Tender Offer Memorandum)
will be earlier than the relevant deadlines specified below.
- Commencement of
Tender Offer and launch of the New Notes Offering: March 18,
2024.
- Expiration Time
of the Tender Offer: 4:00 p.m. London time on March 22, 2024,
unless extended, re-opened, amended or earlier terminated pursuant
to the terms set forth in the Tender Offer Memorandum.
- Final
Announcement Date: as soon as reasonably practicable after the
Expiration Time.
- Settlement
Date: Expected to be no later than March 28, 2024 (which is
expected to be 4 Business Days after the Expiration Time), provided
that all conditions to the occurrence of the Settlement Date have
been satisfied or waived.
The Company intends, in connection with
allocations of the New Notes, to consider, in its sole and absolute
discretion, among other factors whether or not the relevant
investor seeking an allocation of the New Notes has validly
tendered or indicated a firm intention to tender Existing Notes
pursuant to the Tender Offer and, if so, the aggregate nominal
amount of Existing Notes tendered or intended to be tendered by
such investor. When considering allocations of any New Notes, the
Company intends to give preference to those investors who, prior to
such allocation (which may be before the Expiration Deadline), have
tendered, or indicated to the Company or the Dealer Managers (as
defined in the Tender Offer Memorandum) their firm intention to
tender, Existing Notes. Any such preference will, subject to the
sole and absolute discretion of the Company, be applicable up to
the aggregate nominal amount of Existing Notes tendered or firmly
indicated to be tendered by such Noteholder pursuant to the Tender
Offer. However, the Company is not obliged to allocate any New
Notes to an investor which has validly tendered or indicated a firm
intention to tender Existing Notes pursuant to the Tender
Offer.
Additional Information
The Tender Offer Memorandum will also be made
available to Eligible Holders through the Tender Agent:
Kroll Issuer Services
LimitedThe Shard32 London Bridge StreetLondon SE1
9SGUnited KingdomTel: +44 20 7704 0880Attention: Jacek
Kusionfnac@is.kroll.comhttps://deals.is.kroll.com/fnac
For other information, please
contact:
The Lead Dealer Managers
BNP Paribas16, boulevard des
Italiens75009 ParisFrance Attention: Liability Management
Groupliability.management@bnpparibas.com
Crédit Agricole Corporate and Investment
Bank12 place des États-Unis
CS 70052 92547
Montrouge Cedex
France
Tel: +44 207 214 5903
Attention: Liability Management
liability.management@ca-cib.com
****************
Important notice
The New Notes will be offered and the Tender
Offer is being made only to non-U.S. persons outside the United
States pursuant to Regulation S under the U.S. Securities Act of
1933, as amended (the “Securities Act”), subject
to prevailing market and other conditions. There is no assurance
that the Transactions will be completed or, if completed, as to the
terms on which it is completed. The New Notes have not been
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States absent registration or unless pursuant to an applicable
exemption from the registration requirements of the Securities Act
and any other applicable securities laws. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall it constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended),
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 Regulation (EU) 2017/1129 (as
amended, the “Prospectus Regulation”).
The New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor (as defined
above) in the United Kingdom. The expression “retail investor” in
relation to the United Kingdom means a person who is one (or more)
of the following: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the “EUWA”); (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000
and any rules or regulations made thereunder to implement Directive
(EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA.
This announcement does not constitute and shall
not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the
meaning of the Prospectus Regulation or otherwise. The offer and
sale of the New Notes will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a
prospectus for offers of securities.
In the United Kingdom, this announcement is
directed only at (i) persons having professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”), or (ii) high net worth
entities falling within Article 49(2)(a) to(d) of the Order, or
(iii) persons to whom it would otherwise be lawful to distribute
them, all such persons together being referred to as “Relevant
Persons.” The New Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
New Notes will be engaged in only with, Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID
– Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS
KID – Manufacturer target market (UK MIFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No UK PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
United Kingdom.
Neither the content of the Company’s website nor
any website accessible by hyperlinks on the Company’s website is
incorporated in, or forms part of, this announcement. The
distribution of this announcement into certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
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
“believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”,
“may”, “will” or “should” 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 its affiliates’
intentions, beliefs or current expectations concerning, among other
things, the Company’s or 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 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 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.
About Fnac DartyOperating in 13
countries, Fnac Darty is a European leader in the retail of
entertainment and leisure products, consumer electronics and
domestic appliances. The Group, which has almost 25,000 employees,
has a multi-format network of more than 1,000 stores at the end of
December 2023, and is ranked as a major e-commerce player in France
(more than 27 million unique visitors per month on average) with
its three merchant sites, fnac.com, darty.com and
natureetdecouvertes.com. A leading omnichannel player, Fnac Darty’s
revenue was around €8 billion in 2023, 22% of which was realized
online. For more information: www.fnacdarty.com
CONTACTS
ANALYSTS / INVESTORSDomitille
Vielle – Head of Investor Relations –
domitille.vielle@fnacdarty.com – +33 (0)6 03 86 05 02Laura Parisot
– Investor Relations – laura.parisot@fnacdarty.com – +33 (0)6 64 74
27 18
PRESSAudrey Bouchard – Head of
Media Relations and Reputation – audrey.bouchard@fnacdarty.com –
+33 (0)6 17 25 03 77
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