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Belgium's Response to Mitigate the Effects of COVID-19

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Belgium's Response to Mitigate the Effects of COVID-19 ALERT MEMORANDUM Belgium’s Response to Mitigate the Effects of COVID-19 If you have any questions concerning this memorandum, please reach out to March 27, 2020 your regular firm contact or the following authors On March 12, 2020, the Belgian Federal Government declared a national state of emergency caused by the Laurent Legein Coronavirus Disease 2019 (“COVID-19”) outbreak. +32 2 2872122 Since then, the Belgian federal and regional authorities [email protected] Laurent Ruzette have introduced a number of measures to mitigate the +32 2 2872149 effects of the COVID-19 pandemic on the national [email protected] Carlo Meert economy. +32 2 28721 96 Belgium is currently in a “partial lock-down”, meaning that: [email protected] Christophe Wauters Stores and shops that do not provide essential services (e.g., +32 2 2872198 supermarkets and pharmacies) are shut down. Cultural, festive, [email protected] recreational, sporting and catering venues (other than hotels) are Marijke Spooren also closed; +32 2 2872075 [email protected] Movement outside of an individual’s residence is prohibited, except Dorian Feron for certain necessary and urgent matters, such as (i) going to work if +32 2 2872078 absolutely necessary (subject to the rules on teleworking and social [email protected] distancing), (ii) essential travel (e.g., to the doctor or supermarket), François‑Guillaume de Lichtervelde +32 2 2872104 and (iii) physical exercise in open air; [email protected] Travel in- or outside of Belgium that is not considered necessary is Ruben Foriers prohibited; +32 2 2872082 [email protected] Social gatherings (in the broadest sense), whether inside or outside, Alexia Duquesne whether private or public, are prohibited; +32 2 2872072 [email protected] Companies – irrespective of their size – are obliged to organize teleworking for their workers whose positions so allow. For those employees whose job does not allow for teleworking, social distancing rules (i.e., at least 1.5m of distance between employees at all times) should be strictly respected. Companies that are considered “non-essential” and cannot abide by these rules need to close. Companies that are considered “essential” are subject to more lenient rules. clearygottlieb.com © Cleary Gottlieb Steen & Hamilton LLP, 2020. All rights reserved. This memorandum was prepared as a service to clients and other friends of Cleary Gottlieb to report on recent developments that may be of interest to them. The information in it is therefore general, and should not be considered or relied on as legal advice. Throughout this memorandum, “Cleary Gottlieb” and the “firm” refer to Cleary Gottlieb Steen & Hamilton LLP and its affiliated entities in certain jurisdictions, and the term “offices” includes offices of those affiliated entities. ALERT MEMORANDUM For more details on these measures and the main points government, it is expected that refinancing loans would of attention for Belgian employers who are faced with also not be eligible for the guarantee scheme. partial or full closure of a site or dealing with decreased The viability criteria are expected to be construed by workload, please see our Alert Memorandum “Latest reference to, at a minimum, the criteria set out by the Practical Guidance for Belgian Employers in respect of European Commission in the General Block Exemption COVID-19”. Regulation (“GBER”) as regards “undertakings in This memorandum supplements the materials available difficulty”1. on our Resource Center and sets out the key measures Based on the agreement reached between the Federal issued by the Belgian authorities to date, both on the Government and the financial sector, it is expected that federal level as well as the regional level (Flanders, the guarantee scheme would provide for (i) a maximum Wallonia and Brussels-Capital Region), and outlines interest rate on eligible loans and facilities of 1.25% per certain of the key legal considerations for businesses, annum (excluding the guarantee fee), (ii) payment by including in relation to State aid. The measures the banks of a guarantee fee equal to 25 bps for credit described herein are expected to be enhanced in the extended to SMEs and 50 bps for credit extended to coming days, at which point an update of this Alert large companies, and (iii) an allocation of aggregate Memorandum will be warranted. losses incurred on all such new credits and facilities We are here to help interpreting and applying these new between the financial sector and the public authorities rules. If you have any question, whether large or small, as follows: please get in touch with your usual contact at Cleary a first tranche of losses (equal to 3% of losses) Gottlieb or any of the lawyers listed above. would be borne entirely by the financial sector; I. BANK LOAN GUARANTEE SCHEMES a second tranche of losses (equal to 2% of losses) would be borne equally (50-50) by the financial A. Federal sector and public authorities; and The Federal Government and the financial sector have 80% of any further losses would be borne by the agreed on an ambitious plan to support access to credit public authorities and for 20% by the financial and a continued financing of the Belgian economy sector. throughout the COVID-19 crisis. This measure is subject to approval by the EU On March 26, 2020, the Federal Parliament adopted Commission under the State aid regime (as explained in legislation enabling the Federal Government to adopt a more detail under section VII below). EUR 50 billion guarantee scheme for all new short-term Details of the guarantee scheme will be set forth in the loans and facilities (with a duration of up to 12 months) implementing royal decree, which is expected to be granted to viable non-financial undertakings up to adopted in the course of next week, following September 30, 2020 (included), which deadline and finalization of on-going discussions with the European maxim duration may be extended by royal decree in Commission. case of extended impact of the pandemic crisis on the economy. As a result, undrawn amounts of existing B. Flemish Region credit lines would not be covered by this guarantee scheme. In light of the objectives pursued by the The Flemish Government has decided to extend the EUR 300 million guarantee scheme currently offered by 1 In essence, undertakings are considered to be “in difficulty” or, for large companies, have a debt to equity ratio higher than if more than half of their capital has disappeared as a result of 7.5 and interest coverage ratio below 1. losses, are subject to insolvency proceedings or restructuring, 2 ALERT MEMORANDUM Participatiemaatschappij Vlaanderen (“PMV”) with a guarantee scheme), calculated in accordance with Corona Crisis Guarantee (Waarborg coronacrisis). the following formula: 0.25% multiplied by the This guarantee can cover liabilities resulting from guaranteed amount of principal multiplied by the financing agreements entered into by SMEs and large duration of the guarantee (in years). The premium companies with regard to the activities of a business will be payable at signing of the (new) bridge loan based in Flanders or an investment in Flanders. For this agreement. purpose, an additional EUR 100 million will be made Duration. The duration of the guarantee is limited available. to a maximum of 10 years. Under the existing guarantee scheme, enterprises Following the launch of the Federal guarantee scheme unable to receive credit for lack of guarantees could (as described under section I.A above), PMV announced benefit from a guarantee by PMV for up to 75% of the that the exact interaction between the federal guarantee credit commitments (capped at EUR 1.5 million), scheme and the Corona Crisis Guarantee scheme must provided they comply with certain viability criteria, still be determined by the Flemish authorities. which, as is the case for the federal guarantee scheme, are construed by reference to the criteria set out by the If adopted under these conditions, the scheme will need European Commission in the GBER as regards to be approved by the European Commission under “undertakings in difficulty”. State aid rules (as explained in more details under section VII below). Beneficiaries. The benefit of the Corona Crisis Guarantee will be granted on a case-by-case basis, C. Walloon Region upon receipt of evidence that the beneficiary will make use of the guaranteed bridge loan to solve The Walloon Region also decided to intervene to ensure liquidity issues resulting from the current COVID- access to liquidity to undertakings facing a sudden 19 outbreak. liquidity shortage as a result of the COVID-19 outbreak. As part of the measures announced by the Walloon Scope. The Corona Crisis Guarantee may be used Government on March 18, 2020, Sogepa and Wallonie in case a bridge loan is entered into to repay Santé, two investment vehicles owned by the Region, existing working capital liabilities (e.g., supplier will operate a new guarantee scheme with an estimated debts or arrears, rent arrears, wages of more than 3 budget of EUR 100 million. months old, etc.) which originated up to 12 months prior to the date of signing of the bridge loan The beneficiaries of this scheme will be undertakings agreement. that were viable before the COVID-19 crisis and may have encountered difficulties. The guarantee will In addition, liabilities under existing credit lines and sustain up to 75% of the loan principal in losses, subject existing investment credits that do not benefit from to a maximum amount of EUR 2.5 million per the existing PMV guarantee scheme are eligible for beneficiary. The Walloon Region will also extend the the Corona Crisis Guarantee subject to additional current GELICAR guarantee scheme, which its targeted conditions, such as the bank agreeing to a minimum to non-SME undertakings, from EUR 50 to 250 million, of three months payment deferral.
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