1. Equitization of the unsecured debt (Senior Notes and OCEANEs)
1.1. Regarding Senior noteholders:
Equitization of the $1.1bn and €0.4bn high yield bonds, i.e. a total of $1.55bn/ €1.4bn, into shares at a €3.12 ($3.50) conversion price.
1.2. Regarding Convertibles bondholders (OCEANEs):
Equitization of the €360m convertible bonds into shares at a €10.26 ($11.50) conversion price.
2. Continuance and extension conditions for the maturity of the secured debt (Revolving Credit Facilities and Term Loan B)
The existing secured debt, around $800m in nominal amount, is expected to be partly prepaid immediately (up to $150m), and the balance refinanced at a 103% exchange ratio (which would lead to a residual nominal amount of $670m) against an identically secured debt maturing in five years (i.e. early 2023).
3. Fundraising and other elements
3.1. Capital increase with preferential subscription right for original shareholders
Capital increase with preferential subscription rights through the issuance of new shares with warrants (ABSA), for a gross amount of $125m/around €112m, at a subscription price per share of €1.56 ($1.75).
3.2. New Senior Notes coupled with warrants
New 6-year maturity (early 2024) bonds issue, for eligible Senior noteholders, for a total amount of $375m coupled with:
(i) warrants with a subscription price of €0.01 per share (#3 warrants) allowing subscription to 16% of the diluted capital;
(ii) a commitment and investment guarantee fee (backstop) representing in total 10% of the amount issued (and generating $337m in net proceeds);
(iii) warrants with a subscription price of €0.01 per share (Guarantee Warrants) allowing subscription to 1.5% of the diluted capital; and
(iv) an obligation to support and execute all endeavors or actions as may be reasonably necessary for the implementation and consummation of the financial restructuring (adhering to the lock-up agreement).
3.3. New Senior Notes without warrants attached
New 6-year maturity (early 2024) bonds issue, only for original Senior noteholders, for a total amount of $86m and by way of compensation for accrued Senior Notes interests.
3.4. Other elements
(a) Payment of $5m/€4.5m in cash to Convertible bondholders as compensation for accrued and unpaid interest ;
(b) Coordination warrants granted to the HYB Ad Hoc Committee as a Global Coordinator fee at a subscription price of €0.01 per share allowing subscription to 1% of the diluted capital.
4. A better fortunes mechanism for existing shareholders
4.1. Free warrants granted (Warrants #1)
One Warrant #1 would be freely granted to existing shareholders for each share in their possession.
The exercise period for these warrants would be four years from the date of the actual restructuring. Three Warrants #1 would allow subscription to four additional shares at a €3.12 ($3.5) strike price.
4.2. Warrants attached to new shares issued as part of the rights issue with preferential subscription rights (Warrants #2)
One Warrant #2 would be attached to each new share subscribed, as part of the c. €112m rights issue with preferential subscription rights.
The exercise period of these warrants would be five years from the date of the actual restructuring. Three Warrants #2 would allow subscription to two additional shares at a €4.02 ($4.5) strike price.