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Rallye plan approval by court permits settlement of tender offer
By Wendy Van Sickle
Columbus, Ohio, May 4 Rallye said the Paris Commercial Court approved on Tuesday the amendment to its safeguard plan, allowing the completion of the global tender offer on its unsecured debt launched on Jan. 22, according to a news release.
The court also approved setting up new financing to fund the tender offer, and subject to the availability of these proceeds, settlement of the offer is expected to occur on May 18.
As previously reported, the company offered to buy back its unsecured debt at a purchase price of 20% of the amount of the claim.
As a result of the tender offer, which ended at 11 a.m. ET on Feb. 10, the company will pay 39.1 million to purchase 195.4 million face amount of debt.
Tender results
The company accepted tenders for the following face amount of notes in the offers:
29,347,007 of the 3.4% notes due Jan. 31, 2022 (ISIN: FR0012017903), 117,388,033 of which was listed as pre-tender offer amount and 88,041,026 is listed as a post-tender amount;
6,259,814 of the 4% notes due Nov. 23, 2020 (ISIN: CH0341440326), 72,619,684 of which was listed as pre-tender offer amount and 66,359,870 is listed as a post-tender amount;
27,882,735 of the 4% notes due April 2, 2021 (ISIN: FR0011801596), 498,243,036 of which was listed as pre-tender offer amount and 470.36 million is listed as a post-tender amount;
23,920,613 of the 4.371% notes due Jan. 23, 2023 (ISIN: FR0013257557), 380,555,201 of which was listed as pre-tender offer amount and 356,634,588 is listed as a post-tender amount;
14,233,483 of the 3Ό% notes due Feb. 8, 2024 (ISIN: CH0398013778), 89,995,487 of which was listed as pre-tender offer amount and 75,762,004 is listed as a post-tender amount;
49,989,271 of the 5Ό% non-dilutive cash-settled notes, exchangeable for cash, due Feb. 1, 2022 (ISIN: FR0013215415), 218,293,768 of which was listed as pre-tender offer amount and 168,304,497 is listed as a post-tender amount;
1,842,956 of the 1% notes, exchangeable for ordinary shares of Casino, due Oct. 2, 2020 (ISIN: FR0011567908), 5,075,180 of which was listed as pre-tender offer amount and 3,232,224 is listed as a post-tender amount; and
10 million of outstanding commercial paper (ISIN: FR0125661951, FR0125557555, FR0125613697, FR0125510067, FR0125512758, FR0125500134 and FR0125629693), 58,793,576 of which was listed as pre-tender offer amount and 48,793,576 is listed as a post-tender amount.
Details
As previously reported, the purpose of the tender offer was to give holders of unsecured debt the opportunity to have all or part of their claims repurchased at a price to be determined through a modified Dutch auction procedure and to improve its debt profile.
All holders were able to make non-competitive offers or competitive offers.
Financing for the tender offer will consist of a bond issue and a bank loan totaling 82.4 million.
Lucid Issuer Services Ltd. (+44 20 7704 0880, rallye@lucid-is.com, www.lucid-is.com/rallye) is the tender agent.
Financing details
As previously reported, the new financing will bear, at Rallyes discretion for each interest period, (i) cash interest at Euribor, subject to a 0% floor, for the relevant 12-month interest period plus an 800 basis point margin or (ii) interest capitalized annually at Euribor, subject to a 0% floor, for the relevant 12-month interest period plus a 1,200 bps margin.
An arrangement fee of 3% of the amount drawn under the new financing will be due by Rallye to the lenders.
A non-use fee equal to 35% of the margin retained for capitalized interest, i.e., 4.2% per annum, will also be applied to the unused portion of the new financing throughout the availability period. In the absence of any drawdown until April 30, 2021 and subsequent cancelation of the lenders commitments under the new financing, the amount due under the non-use fee will be 400,000.
This new financing has a maturity of four years from the signing of the agreements. Up to two drawdowns may be made until June 30, 2022 at the latest.
Rallye may also decide to make early repayments in amounts of at least 10 million, subject to the payment of break-up fees and an early repayment fee of at least 27% of the principal repaid under the new financing.
As guarantee for this new financing, 3.3 million Casino shares held by Rallye and currently free of any encumbrance will be transferred by Rallye into fiduciary trust to the benefit of the lenders under the new financing.
Rallye is a Paris-based distributor of food and sporting goods products.
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