Casino, Guichard-perrachon Sa · EURONEXT:CO
Casino, Guichard-perrachon Sa — Debt Investor Presentation (October 2023)
30 slides from Casino, Guichard-perrachon Sa's debt investor presentation, Oct 5, 2023
Slide 1: Lock-up agreement relating to the financial restructuring
Lock-up agreement relating to the financial restructuring October 5th, 2023 Strictement confidentiel Strictly confidential
Slide 2: Disclaimer
DISCLAIMER This presentation has been prepared by Casino, Guichard-Perrachon (“Casino” or the “Company”) in the context of the discussions and negotiations between it and certain of its creditors and other stakeholders in respect of a potential restructuring of its financial indebtedness and relat
Slide 3: Introduction
INTRODUCTION On July 28, 2023, the Group announced that, under the conciliators' and CIRI's supervision, it had reached an agreement in principle on July 27, 2023 with EP Global Commerce a.s., Fimalac and Attestor and certain other secured creditors On September 18, 2023, the Group announced tha
Slide 4: Key highlights of the agreement
KEY HIGHLIGHTS OF THE AGREEMENT 1 Total new cash equity: €1,200m Pro forma net debt estimated as at €925m subscribed by the Consortium SPV 31/12/2023 (€m) New Money €275m fully backstopped by the Backstop Group, open, by order of priority, (a) to secured creditors (RCF and TLB), (b) to unsecur
Slide 5: Key terms of the various capital increases (1/2)
KEY TERMS OF THE VARIOUS CAPITAL INCREASES (1/2) Amount Description Beneficiaries: the Consortium SPV Consortium’s Subscription in cash only reserved €925m Instrument: ordinary shares Capital Increase 4-year lock-up commitment (subject to certain customary exceptions) Beneficiaries, in t
Slide 6: Key terms of the various capital increases (2/2)
KEY TERMS OF THE VARIOUS CAPITAL INCREASES (2/2) Description Beneficiaries: 50% Consortium SPV and 50% Backstop Group (i.e. the creditors who have undertaken to underwrite the backstopped capital increase) Warrants #1 Giving access to 5% of Casino’s share capital (on a fully diluted basis but be
Slide 7: Key terms of the reinstated debt facilities
KEY TERMS OF THE REINSTATED DEBT FACILITIES Borrower / Amount1 Maturity Interest rate Issuer 1 Euribor (0% floor) + 1.5% p.a. in cash during the first 24 months, then Euribor (0% floor) + 2% p.a. in cash Reinstated 4 years from Monoprix €711m Margin step ups (capped at +2% p.a.): +1% p.a.
Slide 8: Operational financing and elevation of secured creditors
OPERATIONAL FINANCING AND ELEVATION OF SECURED CREDITORS 1 Secured creditors have agreed to provide operational financing for an amount of €1,178m for a period of 2 years from the restructuring completion date (with a 1-year extension at Casino's discretion, subject, in particular, to compliance w
Slide 9: Proposal to unsecured creditors (High-Yield / EMTN)
PROPOSAL TO UNSECURED CREDITORS (HIGH-YIELD / EMTN ) Latest proposal from Casino and the Consortium Latest proposal from the EMTN / HY Steering to the unsecured creditors Committee 1.7% of the fully diluted share capital before warrants 2.3% of the fully diluted share capital before warrants #3
Slide 10: Casino and Consortium proposal to perpetual creditors
CASINO AND CONSORTIUM PROPOSAL TO PERPETUAL CREDITORS 1 Early Bird / 15bps if the plan is not accepted by at least 2/3 majority of Perpetual creditors Consent Fee 40bps if the plan is accepted by at least 2/3 majority of Perpetual creditors 2 Backstopped Perpetual notes holders who access to t
Slide 11: Casino's indicative pro forma shareholding
CASINO’S INDICATIVE PRO FORMA SHAREHOLDING After exercise of After exercise of After exercise of warrants Additional % of shareholding warrants Additional warrants Additional Fully diluted Shares, warrants #1 Shares Shares and warrants #1 and #2 Existing shareholders¹ 0.3% 0.3% 0.3% 0.3% Consortium
Slide 12: Additional items
ADDITIONAL ITEMS Receipt of an independent expert report confirming the fairness of the financial terms of the restructuring for Casino shareholders Obtaining of regulatory clearances (merger control, foreign investments, the Luxembourg Insurance Main Commission (commissariat aux assurances luxe
Slide 13: Indicative target timetable
INDICATIVE TARGET TIMETABLE Until October Lock-up agreement accession period 11, 2023 Deadline for obtaining a decision by the relevant commercial court to open an accelerated Until October safeguard proceedings 25, 2023 Commitment period for the €275m Backstopped Capital Increase Early Novemb
Slide 14: Appendix
APPENDIX 1 Current trading Supermarkets and Hypermarkets Net Debt estimate at 2023YE and liquidity estimates at 2 2023YE and at restructuring effective date 3 Main terms and conditions of reinstated debt facilities 4 Consortium Business Plan Strictly confidential 14
Slide 15: 1. Current trading supermarkets and hypermarkets
1. CURRENT TRADING SUPERMARKETS AND HYPERMARKETS Strictly confidential 15
Slide 16: Current trading of supermarkets: continued recovery
CURRENT TRADING OF SUPERMARKETS CONTINUED RECOVERY Traffic/ volume of historic supermarkets(1) Customer traffic trends Volume trends 5% -1% -2% 0% 5% 4% -4% -6% 1% -8% -1% 0% Market at -16% -15% -3.8% in W38 -7% -20% -8% -7% -24% -10% W13 W16 W19 W22 W27 W30 W33 W36 W37 W38 W13 W16 W19 W22 W27 W30 W
Slide 17: Current trading of hypermarkets: initial trend inflection
CURRENT TRADING OF HYPERMARKETS INITIAL TREND INFLECTION Traffic/ volume of hypermarkets Customer traffic trends Volume trends -8% -16% -10% -10% -18% -11% -20% -20% -20% -13% -22% -23% -25% -16% -27% -16% -17% -19% -32% W13 W16 W19 W22 W27 W30 W36 W37 W38 W13 W16 W19 W22 W27 W30 W33 W36 W37 W38 (1W
Slide 18: 2. Net debt estimate at 2023YE and liquidity estimates
2. NET DEBT ESTIMATE AT 2023YE AND LIQUIDITY ESTIMATES AT 2023YE AND AT RESTRUCTURING EFFECTIVE DATE Strictly confidential 18
Slide 19: Net financial debt estimate as at 31/12/2023
NET FINANCIAL DEBT ESTIMATE AS AT 31/12/2023 €m Dec-22 Dec-23 Var. EMTN / HYB 2,287 2,168 (119) Quatrim SSN 653 553 (100) Term Loan B 1,425 1,425 - Casino Finance RCF 50 2,051 2,001 Short term debt 222 187 (35) Others 289 479 190 Total debt 4,926 6,863 1,937 Cash and cash equivalents 1 (420) (1,243)
Slide 20: Estimated liquidity position at 31/12/2023 and until restructuring effective date
ESTIMATED LIQUIDITY POSITION AT 31/12/2023 AND UNTIL RESTRUCTURING EFFECTIVE DATE €m Liquidity 31/12/2023 after risks and levers - 27/07/2023 595 Additional real estate disposals 96 Escrow account Quatrim (73) Update of sensitivity impacts (91) Revised liquidity 31/12/2023 after risks and levers 527
Slide 21: 3. Main terms and conditions of reinstated debt facilities
3. MAIN TERMS AND CONDITIONS OF REINSTATED DEBT FACILITIES Strictly confidential 21
Slide 22: Reinstated RCF – main terms and conditions (1/2)
REINSTATED RCF – MAIN TERMS AND CONDITIONS (1/2) Main terms Description Borrower Monoprix Principal amount €711m Maturity 4 years after the Closing Date Rank Super senior secured Euribor + Margin 1.50% p.a. for the first 24 months following the Closing Date and 2.00% p.a. thereafter Inte
Slide 23: Reinstated RCF – main terms and conditions (2/2)
REINSTATED RCF – MAIN TERMS AND CONDITIONS (2/2) Main terms Description Allocation of Until 31/12/2025, disposals of French assets within the distribution perimeter will not be asset sale subject to mandatory prepayments. From that date, and subject to a minimum liquidity test, a proceeds portion
Slide 24: Reinstated TLB – main terms and conditions
REINSTATED TLB – MAIN TERMS AND CONDITIONS Main terms Description Borrower Casino, Guichard-Perrachon Principal amount €1,410m Maturity 3 years after the Closing Date Rank Senior secured Interest 6.00% p.a. for the first 9 months following the Closing Date and 9% p.a. thereafter Guarantors
Slide 25: Quatrim SSN – main terms and conditions (1/3)
QUATRIM SSN – MAIN TERMS AND CONDITIONS (1/3) Term Description Issuer Same as existing SSN: Quatrim SAS Treatment of accrued interest: c.€28m of accrued interest until the restructuring effective date will be (i) 50% repaid in cash on the restructuring effective date and (ii) 50% added to the pr
Slide 26: Quatrim SSN – main terms and conditions (2/3)
QUATRIM SSN – MAIN TERMS AND CONDITIONS (2/3) Term Description Pledge over the shares of Quatrim Pledge over the shares of L'Immobilière Groupe Casino (“IGC”) Pledge over Quatrim’s material bank accounts opened in France Collateral Pledge over Quatrim’s Notes Segregated Accounts and Notes Se
Slide 27: Quatrim SSN – main terms and conditions (3/3)
QUATRIM SSN – MAIN TERMS AND CONDITIONS (3/3) Term Description Set up by the Quatrim noteholders of a steerco observer to monitor the asset disposal plan, Governance with step in rights in case of material breach of the asset disposal plan. Asset disposal Disposal plan related to certain assets
Slide 28: 4. Consortium business plan
4. CONSORTIUM BUSINESS PLAN Strictly confidential 28
Slide 29: Overview of the Consortium's strategic plan for the French perimeter
OVERVIEW OF THE CONSORTIUM’S STRATEGIC PLAN FOR THE FRENCH PERIMETER 1 Key assumptions Business plan based on the company’s revised Business plan published on the September 20th, 2023 2 Key levers Every day low price strategy by reducing prices in line with best performers in all local markets
Slide 30: Presentation of the Consortium's business plan (2024-2028)
PRESENTATION OF THE CONSORTIUM’S BUSINESS PLAN (2024-2028) Net sales (in €m) CAGR: +4.4% 16,547 17,082 17,560 14,784 15,867 2024P 2025P 2026P 2027P 2028P EBITDA (in €m) EBITDA 2.1% 3.2% 4.1% 4.9% 5.4% margin 676 829 949 316 508 2024P 2025P 2026P 2027P 2028P Net Capex (in €m) 439 441 445 468 461 2024
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