Fnac Darty S.A. announces the results of its 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.
Ivry-sur-Seine, France — March 25, 2024
Fnac Darty S.A. announces the results of
its offer to purchase for cash its outstanding senior notes due
2024 and 2026
Fnac Darty S.A. (the
“Company”), announced today the final results of
its cash tender offer for its existing 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”) from the Eligible Holders (the “Tender
Offer”), as further described in the tender offer
memorandum dated March 18, 2024 (the “Tender Offer
Memorandum”).
The Settlement Date is expected to be March 28,
2024, provided that all conditions to the occurrence of the
Settlement Date have been satisfied or waived. It is expected that
the Company’s previously announced successful offering of €550
million 6.000% senior notes due 2029 and the Tender Offer
(together, the “Transaction”) will settle
simultaneously on the Settlement Date.
- Aggregate
principal amount of Existing 2024 Notes tendered pursuant to the
Tender Offer: €194,979,000
- Final aggregate
principal amount of Existing 2024 Notes accepted for purchase by
the Company: €194,979,000
- Aggregate
principal amount of Existing 2024 Notes outstanding after the
Settlement Date: €105,021,000
- Aggregate
principal amount of Existing 2026 Notes tendered pursuant to the
Tender Offer: €316,983,000
- Final aggregate
principal amount of Existing 2026 Notes accepted for purchase by
the Company: €316,983,000
- Aggregate
principal amount of Existing 2026 Notes outstanding after the
Settlement Date: €33,017,000
- Maximum
Acceptance Amount: €511,962,000
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 intends to redeem all the remaining
Existing 2024 Notes at par after the closing of the Tender Offer.
The Company also intends to redeem all the remaining Existing 2026
Notes once they are able to be redeemed at par (i.e. from May 30,
2024).
The Tender Offer was directed only to
those holders of the Existing Notes (the “Noteholders”) who are not
“U.S. persons” (as that term is defined in Rule 902 under the U.S.
Securities Act and are outside the United States transacting in an
offshore transaction in accordance with Regulation S under the U.S.
Securities Act) (and if they are resident in any member state of
the EEA or the United Kingdom, who are not “retail investors” in
the EEA or the United Kingdom) (each such Noteholder, an “Eligible
Holder”).
Additional Information
The Tender Offer Memorandum will continue to be
made available to Eligible Holders through the Tender Agent until
the Settlement Date:
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 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 Tender Offer was 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. 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.
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
- Phoenix - Result Press Release (EN)_V2
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