(Boursier.com) — Solocal takes a major step in its financial restructuring thanks to an agreement in principle signed with Ycor and the Group’s main creditors and shareholders.
Following up on the press release of March 13, 2024, Solocal announces that it has signed an agreement in principle with Ycor, the main lenders under the RCF, the main holders of Bonds and the Mini Bond and its main shareholders.
These discussions resulted in an agreement whose characteristics for Solocal are close to the Ycor offer presented in the press release of March 13, 2024.
In addition to meeting the Company’s objectives of substantially reducing its debt and securing the Group’s liquidity, this agreement opens up new value-creating perspectives through short-term synergies.
Main features of the Agreement in Principle
An agreement in principle on the terms of the financial restructuring of Solocal Group was concluded on April 12, 2024 between the Company, the company Ycor SCA, a group of lenders representing 78.6% of the principal amount of the RCF and a number of institutions holding Bonds, the Mini Bond and shares of the company representing approximately 84% of the total principal amount of the Bonds, 100% of the principal amount of the Mini Bond and approximately 29% of the share capital of the Company.
Quoting…
Its conclusion was unanimously approved by the members of the Company’s Board of Directors. This Agreement in Principle was concluded within the framework of the conciliation procedure, under the aegis of the SELARL FHB, taken in the person of Me Hélène Bourbouloux, and the monitoring of the accelerated financial safeguard plan under the aegis of the SELARL C. Basse, taken in the person of Me Christophe Basse, commissioner for the execution of the plan.
In order to implement the agreement in principle reached, the next steps will be:
– The submission to the vote of Bondholders gathered at the single general meeting of bondholders on April 22, 2024 of a proposed modification of the Company’s accelerated financial safeguard plan aimed at reflecting the terms agreed in the Agreement of Principle (and recalled below) and to which the members of the Bondholder Group have already undertaken to vote favorably;
– The conclusion of a conciliation protocol with the RCF Lenders and the holders of Mini Bonds, which will reflect the agreement of the latter on the terms agreed in the Agreement in Principle (and recalled below); And
– The holding of a general meeting of shareholders with a view to approving the various key stages of this financial restructuring involving statutory modifications of the company (including the planned operations on the capital), it being specified that the members of the Group Bondholders who are also shareholders representing approximately 29% of the company’s capital and voting rights have already committed to voting in favor of its implementation at this general meeting.
The Agreement in Principle, the terms of which are described in more detail below, provides in particular:
– a contribution of 43 million euros to the Company exclusively in equity, including a maximum amount of 38 million euros from Ycor via capital increases with or without maintaining shareholders’ preferential subscription rights;
– the contribution in kind of all the securities making up the share capital of the company Regicom Webformance SAS to the company;
– the partial repayment of 20 million euros, on the date of the effective completion of the planned capital increases and issuance of securities, of part of the existing RCF debt with part of the proceeds from the capital contributions equity capital mentioned above;
– a massive reduction in the nominal amount of the existing gross bond debt (including interest due) of the Company of around 85% with different amortization or conversion into capital terms depending on the nature of the debts reinstalled.
At the end of the operations envisaged in the Agreement in Principle, the company would be controlled by Ycor.
The current shareholders of Solocal Group would be massively diluted (their existing shares would represent less than 1% of the capital).
Cédric Dugardin, Managing Director of Solocal, declares “We have just reached a major step in the financial restructuring of Solocal. After months of intense discussions, a solution favorable to the interests of the company, its employees, its customers and its partners are confirmed today. I would like to salute the commitment and the sense of responsibility of all the actors present who were able to find the way to a compromise allowing Solocal to find favorable and lasting prospects. would also like to thank the Solocal teams and advisors mobilized in these technical and complex discussions.
A busy legal schedule awaits us to conclude this restructuring. This regulatory process will take place over several weeks, with the aim of moving as quickly as possible. In the meantime, all Solocal employees remain particularly committed to our clients to support them in their digital projects and help them cope with a difficult economic context by developing the visibility of their activities.”