Atos - Market Update - 20 June 2024
Press Release
Market Update
Update on the targeted €800 million
short-term interim financing
Final
structure agreed for the €450 million short-term interim financing
previously committed:
- €100 million Facilities1 provided
by a group of bondholders (fully drawn)
- €50 million loan from the French
State (fully drawn)
- €225 million additional tranche of
facilities backstopped by a group of banks for €125 million and a
group of bondholders for €100 million, subject to a waiver from the
banks under the €1.5 billion term loan of the Company, to an
amendment to the €100 million Facilities previously provided by a
group of bondholders and to an agreement in principle on the
restructuring terms with the Onepoint Consortium, the Company and
the group of banks and bondholders
- Factoring program reduced to €75
million provided by a group of banks
Agreement reached on an additional
tranche of facilities of €350 million
- Backstopped by a group of banks for
€175 million and a group of bondholders for €175 million
- To be available by end of July to
secure liquidity until the close of the financial restructuring
process
- Subject to the signing of a lock-up
agreement in respect of the financial restructuring and the entry
into a dedicated accelerated procedure
Syndication of the additional tranches
of €225 million and €350 million of facilities (with reallocation
of the banks’ participations in the €75 million factoring program)
to be launched today and ending on June 25, 2024
Objective of reaching a definitive
financial restructuring agreement with the Onepoint
Consortium2 and financial
creditors by July 2024 remains unchanged
Further updates to be provided
shortly
As a reminder, implementation of the
contemplated financial restructuring plan will result in a massive
dilution of the existing shareholders of Atos
Paris, France - June 20, 2024 –
Atos SE ("Atos" or the "Company")
today announces that an agreement has been reached with a group of
banks and a group of bondholders on the final structure of the €450
million interim financing for additional liquidity it had
previously announced on April 9, 2024 (the “Initial Interim
Financing”) and on the incremental interim financing of
€350 million requested on April 29, 2024 (the “Incremental
Interim Financing”).
Final structure of the Initial Interim
Financing
Further to its press release dated April 9,
2024, in which Atos announced a €450 million interim financing
agreed in-principle, the Company confirms that a definitive
agreement has been reached on the final structure of the Initial
Interim Financing, as follows:
- The €100 million
revolving credit and term loan facilities provided by a group of
bondholders (the “Facilities”) was received on May
14, 2024;
- The €50 million
loan from the French State through the FDES (Fonds de Développement
Economique et Social) to a subsidiary of Atos, Bull SAS, which
controls sovereign sensitive activities, was received on May 16,
2024;
- Regarding the
€300 million factoring program that was initially agreed
in-principle, after alignment between the Company and its financial
creditors, this factoring program will be reduced to €75 million
for efficiency purposes and the banks’ participations will be
reallocated under the program (as indicated below);
- In order to fill
the gap of Initial Interim Financing resulting from the reduction
of the factoring program, an agreement has been reached between the
Company, a group of banks and a group of bondholders for an
increase of the Facilities by an additional tranche of €225 million
of revolving credit facility to be drawn shortly after close of
syndication, subject to a waiver from the banks under the €1.5
billion term loan of the Company, to an amendment to the Facilities
previously provided by a group of bondholders and to an agreement
in principle on the restructuring terms with the Onepoint
Consortium, the Company and the group of banks and bondholders. A
group of banks and a group of bondholders have agreed to backstop
the additional tranche of €225 million of facilities for €125
million and €100 million respectively.
- All banks and
bondholders are invited to participate to the syndication process
detailed thereafter.
Structure of the Incremental Interim
Financing
Further to its press releases dated April 29,
2024 and June 13, 2024, the Company has engaged in discussions with
stakeholders on the financial restructuring proposal submitted by
the Onepoint Consortium. This restructuring proposal contemplates
an Incremental Interim Facility for a total amount of €350 million
of revolving credit facility repayable at the latest on the date of
completion of the financial restructuring of the Company.
Atos announces today that an agreement has been
reached between the Company, a group of banks and a group of
bondholders for a further increase of the Facilities by an
additional tranche of €350 million of revolving credit facility to
be drawn by the end of July to secure liquidity until the close of
the financial restructuring process, subject to signing of a
lock-up agreement in respect of the financial restructuring and the
entry into a dedicated accelerated procedure3.
This agreement is subject to a waiver from the
banks under the €1.5 billion term loan of the Company, to an
amendment to the Facilities previously provided by a group of
bondholders and to an agreement in principle on the restructuring
terms with the Onepoint Consortium, the Company and a group of
banks and bondholders. A group of banks and a group of bondholders
have agreed to backstop the additional tranche of €350 million of
facilities for €175 million each. All banks and bondholders are
invited to participate to the syndication process detailed
thereafter.
Syndication of the additional tranches
of €225 million and €350 million of facilities (with reallocation
of the banks’ participations in the €75 million factoring program)
to be launched today and ending on June 25, 2024
Following its press release dated June 13, 2024,
are invited to participate in the additional tranches of €225
million and €350 million of facilities and the €75 million
factoring program:
- All the holders
of the following notes as at June 14, 2024, after close of market
(the “Record Date”) (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 as at the Record Date (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.
The additional tranche of €225 million of
revolving credit facility (to be drawn shortly after close of
syndication) will be allocated between Banks and Bondholders as
follows:
- €125 million to
be provided by Banks;
- €100 million to
be provided by Bondholders.
The additional tranche of €350 million of
revolving credit facility (to be drawn by end of July) will be
allocated between Banks and Bondholders as follows:
- €175 million to
be provided by Banks;
- €175 million to
be provided by Bondholders.
As part of the reduction of the factoring
program agreed in principle to €75 million, the participation in
this program will be reallocated among the Banks with effect
shortly after the close of the syndication.
All the Banks and Bondholders willing to
participate in these additional tranches of €225 million and €350
million of facilities and in the €75 million factoring program are
invited to formalize their commitment by filling-in the following
form by 5:00 pm Paris time on June 25, 2024 via:
https://forms.kroll.com/orbeon/fr/is/atos-form/new?form-version=1
Banks willing to participate in the
additional tranches of €225 million and €350 million of facilities
will also have to participate in the €75 million factoring program
in the same proportions and vice-versa.
Bondholders willing to participate in the
additional tranches of €225 million and €350 million of facilities
will have to provide proof of holding as at the Record Date to
Kroll and to sign a cooperation agreement.
Information concerning the additional tranches
of €225 million and €350 million of facilities and the €75 million
factoring program to be provided is accessible on the following
website: https://deals.is.kroll.com/atos.
Next steps
The Company confirms its objective of reaching a
definitive financial restructuring agreement with the Onepoint
Consortium and a majority of financial creditors during the week of
July 22, 2024 and expects that:
- An in-principle
financial restructuring agreement with the Onepoint Consortium and
financial creditors would be reached during the week starting June
24;
- The new money
backstop process for the €1.5 billion new money debt and €75
million new money equity to be provided as part of the
restructuring plan would start during the week starting June
24;
- The Lock-up
agreement would be expected during the week starting July 8;
- The accession to
the lock-up agreement would be open from the week starting July 8
to the week ending July 19.
The definitive financial restructuring agreement
with the Onepoint Consortium and with financial creditors would
then be implemented through a dedicated accelerated procedure4 from
the week starting July 22.
Following recent stock market speculation and as
already indicated in previous communications, the Company reminds
that the implementation of the contemplated financial restructuring
plan will result in a massive dilution of the existing shareholders
of Atos, who would hold less than 0.1% of the share capital.
*
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.
***
Appendix
In millions of euros (€m) |
Banks |
Bondholders |
French State |
Total |
|
|
|
|
|
Initial
Interim Financing |
|
|
|
|
Factoring |
€75m |
- |
- |
€75m |
Term Loan /
Revolving Credit Facilities |
- |
€100m |
- |
€100m |
Revolving Credit
Facilities |
€125m |
€100m |
- |
€225m |
FDES |
- |
- |
€50m |
€50m |
Total
Initial Interim Financing |
€200m |
€200m |
€50m |
€450m |
|
|
|
|
|
Incremental
Interim Financing |
|
|
|
|
Revolving Credit Facilities |
€175m |
€175m |
- |
€350m |
Total
Incremental Interim Financing |
€175m |
€175m |
- |
€350m |
|
|
|
|
|
Total interim financings |
€375m |
€375m |
€50m |
€800m |
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 Revolving credit and term loan facilities provided by a group
of bondholders.2 Onepoint Consortium, comprising Onepoint, Butler
Industries and Econocom, as well as a group of certain of the
Company's financial creditors (the "Onepoint
Consortium").
3 The Company may request the opening of
accelerated safeguard proceedings – whose effects would be limited
to financial creditors and shareholders only – with the sole view
to implement and obtain a Court approval on the terms of the
financial restructuring plan agreed in the lock-up agreement. The
accelerated safeguard proceedings would concern only the financial
indebtedness of Atos and would not impact in any way suppliers,
employees, the governance of the Company, or other creditors of the
Company or its subsidiaries.4 See footnote 3
- PR - Atos - Market Update - 20 June 2024
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