Fnac Darty announces the success of its debt securities refinancing
and the placement of a new €550 million senior notes due April
2029, allowing the full refinancing of the existing 2024 and 2026
Notes
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA
Ivry-sur-Seine, France — March 19, 2024
Fnac Darty announces the success of its
debt securities refinancing and the placement of a new €550 million
senior notes due April 2029, allowing the full refinancing of the
existing 2024 and 2026 Notes
Fnac Darty announces today the
finalization of its long-term debt securities
refinancing which will allow the Group to benefit from a
longer maturity profile and to maintain
solid long-term liquidity while optimizing its cash
management.
The Group has successfully carried out the
placement of €550 million in aggregate principal
amount of senior notes due April
2029 which will bear interest at a rate of
6.00% per annum. The transaction was favorably
received by a diversified base of institutional investors in France
and abroad and was oversubscribed several times. The issuance of
the new notes is expected to take place on March 28, 2024, subject
to customary conditions.
Fnac Darty has benefited from a favorable market
environment to refinance in full:
- its €300
million 1.875% senior notes due May 2024; and
- its €350
million 2.625% senior notes due May 2026.
In parallel, the Group has obtained the consent
of its banks to extend the maturity of its
delayed-draw term loan, the available amount of
which is €100 million, from December 2026 to
March 2028, with the addition of two extension
options of one year each, to March 2029 and March 2030, exercisable
at the request of Fnac Darty and subject to the approval of the
lenders. Fnac Darty does not expect to draw on this €100 million
line on the issue date of the new notes.
The Group also has a €500 million
revolving credit facility maturing in March
2028 that can also be extended to March 2030. There are
currently no drawings outstanding on the RCF.
Thanks to this transaction, the Group is
reducing its drawn gross debt by €100 million but is preserving its
unchanged solid liquidity positioning, while benefitting from the
remainder of its undrawn €100 million delayed-draw term loan, which
can be used for the Group’s general corporate purposes until March
2028.
Jean-Brieuc Le Tinier, CFO of Fnac
Darty, declared: “The successful implementation of our new
financing structure demonstrates the confidence of our investors
and banking partners in our business model and financial strategy.
In particular, these transactions have enabled us to extend the
average maturity of our debt and begin our deleveraging, in line
with our medium-term objective that we have set of achieving a
leverage ratio of approximately 1.5x, at year-end.”
The Group’s new maturity schedule after
these transactions:
In connection with the new notes issuance, BNP
Paribas and Crédit Agricole Corporate and Investment Bank acted as
Joint Global Coordinators and Joint Physical Bookrunners. Natixis
acted as Global Coordinator. Société Générale acted as passive
Global Coordinator. Banco Bilbao Vizcaya Argentaria, Belfius
Banque, CaixaBank, Crédit Industriel et Commercial and La Banque
Postale acted as Joint Bookrunners.
BNP Paribas is acting as billing and delivery
bank.
Rothschild & Co, Latham & Watkins and
Bredin Prat advised Fnac Darty on this transaction. The banks were
advised by Weil, Gotshal & Manges LLP.
***
Important notice
The notes due 2029 (the “New
Notes”) will be offered 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 New Notes Offering 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 the New Notes, 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 Darty
Operating 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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