TECHNICOLOR successfully completes its refinancing
PRESS RELEASE
Technicolor successfully completes its refinancing
Placement of new term loans improve financial structure and cost of financing
Paris (France), July 12, 2013 - Technicolor (Euronext Paris: TCH) announces
today that it has successfully completed its refinancing transaction, allowing
the Company to borrow new funds at a lower interest rate, effectively extend its
debt maturity profile to 2020 and benefit from significantly greater covenant
flexibility.
The amendments and consents sought pursuant to its consent solicitations have
become effective. Tech Finance has accepted all notes tendered and all loans
submitted pursuant to its offers to purchase and has funded the purchase mainly
through an aggregate principal amount of €838 million borrowed under a new term
loan at an average nominal interest of 7.3%.
Tech Finance purchased an aggregate principal amount of €905 million of
Technicolor's outstanding senior debt in the offers to purchase, corresponding
to almost all of the outstanding notes and 61% of Credit Agreement
participations. The average nominal interest of the purchased debt amounted to
8.4%, while the average nominal interest of the total existing senior debt
amounted to 8.2%. As of today, the remaining existing senior debt not held by
Tech Finance, amounts to €282 million with a bullet debt maturing in 2017 in the
amount of €218 million (compared to €890 million before the refinancing).
As a result of the refinancing transaction, the total consolidated amount of
senior gross debt bears interest at an average nominal rate of 7.4%, an 80 basis
point improvement, leading to a pro-forma reduction of €14.8 million in overall
annual interest charges. The company's debt structure is now based almost
entirely on loans and the final maturity of the majority of debt has been
extended to 2020.
The refinancing transaction also provides additional covenant flexibility
following the amendment of Technicolor's senior debt documentation and the new
covenant-light loan. Many of the existing debt's operating and financial
covenants have been removed, while other terms, including mandatory prepayments
requirements and economic terms, remain the same.
Frederic Rose, Chief Executive Officer of Technicolor stated:
"The successful completion of our refinancing, notwithstanding challenging
financial market conditions, marks another important step in
Technicolor's financial structure improvement. We have been able to reduce our
average interest expense, effectively extend the maturity of our debt, and
gain greater operating flexibility to deliver on our Amplify 2015 objectives."
Debt overview post-refinancing
* The aggregate principal amount of the new term loan includes and a dollar
tranche for $830 million (Libor + 600 bps, with a floor of 1.25%) and a euro
tranche for €200 million (Euribor + 625bps, with a floor of 1.25%).
* The principal amount of the new term loan will be amortized by 5% every
year.
* The remaining existing senior debt amounts to €282 million and consists
almost entirely of participations under the 2010 Credit Agreement.
* A new €100 million 5-year revolving credit facility available to the
Technicolor Group has also been put in place as part of the refinancing
transaction.
+--------------------+ +---------------------------+---------------------------+
|Â Â Â Â Â Â Â |Â | Before Refinancing | |
| | | | After Refinancing |
|In € million | | (as of May 31, 2013) | |
+--------------------+ +------+--------------------+------+--------------------+
|Â |Â |Amount| Maturity |Amount| Maturity |
+--------------------+ +------+--------------------+------+--------------------+
|Existing Debt | | | Around 75% bullet | | Around 75% bullet |
|(nominal value) | |1,186 | debt maturing in | 282 | debt maturing 2017 |
| |Â | | 2017 | | |
| | | | | | |
|Â Â Â Loans |Â | 724 | Â | 282 | Â |
| | | | | | |
|Â Â Â Notes |Â | 462 | Â | 0* | Â |
| | | | | | |
|New Debt (term loan | | Â | Â | 838 | Around 65% bullet |
|B) |Â | | | | debt maturing 2020 |
+--------------------+ +------+--------------------+------+--------------------+
|Gross Debt |Â | 1,186 | 1,120 |
+--------------------+ +---------------------------+---------------------------+
*remaining notes amount to €6,000
Key financial impacts
* Approximately €77 million of the positive IFRS adjustment recognized when
the debt was initially recognized at its fair value in 2010 will be reversed
and recognized as a non-cash expense within the "other financial income
(expense)" line item in our consolidated interim statement of operations in
the second half of 2013.
* The approximate transaction costs (including tender and consent fees,
arrangement fees and original issue discount but excluding advisor fees),
which affect the Company's cash level, represent approximately €117 million.
In addition to these costs, Technicolor decided to use €67 million of its
cash for the financing of the tendered debt.
* Technicolor and Tech Finance have paid all consideration to which
Technicolor's creditors are entitled to The Bank of New York Mellon as
tender agent, including consent fees and tender consideration (including
accrued but unpaid interest and an early tender premium in the notes offer,
in accordance with the terms of the offers to purchase). Technicolor expects
The Bank of New York Mellon to make payments to creditors entitled to such
consideration on or around July 12, 2013.
***
Warning: Forward Looking Statements
This press release contains certain statements that constitute "forward-looking
statements", including but not limited to statements that are predictions of or
indicate future events, trends, plans or objectives, based on certain
assumptions or which do not directly relate to historical or current facts. Such
forward-looking statements are based on management's current expectations and
beliefs and are subject to a number of risks and uncertainties that could cause
actual results to differ materially from the future results expressed,
forecasted or implied by such forward-looking statements. For a more complete
list and description of such risks and uncertainties, refer to Technicolor's
filings with the French Autorité des marchés financiers.
About Technicolor
Technicolor, a worldwide technology leader in the media and entertainment
sector, is at the forefront of digital innovation. Our world class research and
innovation laboratories enable us to lead the market in delivering advanced
video services to content creators and distributors. We also benefit from an
extensive intellectual property portfolio focused on imaging and sound
technologies, based on a thriving licensing business. Our commitment: supporting
the delivery of exciting new experiences for consumers in theaters, homes and
on-the-go. Euronext Paris: TCH Ÿ www.technicolor.com
Contacts
Press: +33 1 41 86 53 93
technicolorpressoffice@technicolor.com
Investor relations: +33 1 41 86 55 95
investor.relations@technicolor.com
Technicolor successfully completes its refinancing:
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