2 September 2020 ROADSHOW PRESENTATION
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September 2020 technicolor.com INTRODUCTION Richard Laurent Moat Carozzi CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER Background Background ► Joined in March 2018 ► Joined in November 2019 ► Previous experience ► Previous experience o Deputy CFO Publicis (2017-2018) CEO Eir Limited (2014-2018) o o CFO and COO Lagardère Sports & o CFO Eir Limited (2012-2014) Entertainment (2011-2017) o Deputy CEO and CFO EE Limited o Head of Investor Relations and Head of Group Financial Control Lagardère Group o 17 years with Orange 12 years with Lagardère Group ► Education o ► Education o St Catharine’s College, Cambridge Ecole Normale Supérieure Cachan o London Business School o o Université Panthéon Sorbonne 2 C3 - Restricted Natixis A BRIGHT FUTURE AHEAD FOR TECHNICOLOR (1/2) BALANCE SHEET ISSUES SOLVED ► Long term financial stability secured thanks to comprehensive financial restructuring FOLLOWING ► New capital structure will enable Technicolor to once again operate at full speed ► New money cash injection of c. €420m (net of costs and commissions) & debt reduction of SUCCESSFUL €660m through two capital increases RESTRUCTURING ► Revamped capital structure addressing financing needs, including full normalisation of payment PLAN terms with suppliers ► Demonstrated resilience to the crisis during the first half of the year ONGOING RECOVERY ► Production Services: most affected due to suspension of live action shooting. However impact was mitigated thanks to increased demand in Animation and resilience of FROM THE COVID 19 Advertising CRISIS ► DVD Services: Impacted by lack of new film releases following cinema closures. However this was partly compensated by strong back catalog demand ► Connected Home: Consumer demand for better broadband and wifi helped drive strong demand in the United States. Asian activities are now back to normal following some initial supply shortages SIGNIFICANT ► Strong focus on the delivery of previously announced cost savings through the Strategic Plan COST SAVINGS ► On track to achieve total savings in excess of €160 million this year and €300 million by 2022 ACHIEVED WITH ► To date, €67 million of cost savings related to the Strategic Plan announced in 2020 have MORE TO COME been achieved, with detailed plans in place to achieve the remainder ► Focus is further enhanced by new management’s strong track-record in delivering cost savings 3 C3 - Restricted Natixis A BRIGHT FUTURE AHEAD FOR TECHNICOLOR (2/2) STRENGTHENED ► Refreshed Board of Directors since June 2019 to better align with Technicolor’s activities GOVERNANCE ► New CEO with track record of business transformations and industry experience key to accelerate Technicolor’s value creation ► Strong support from Lenders to the restructuring has been conditioned upon improved transparency and enhanced reporting requirements toward all stakeholders ► Renewed focus on margin improvement, cash generation and pursuit of sustainable growth FOCUS ON CASH ► Production Services: capture future explosive growth in demand for premium GENERATION IN ALL content: film, episodic and animation / push for margin improvement in Advertising THREE DIVISIONS ► DVD services: continued transformation through contract renegotiations to increase cash flow generation and business model resiliency ► Connected Home: focus on broadband gateway and Android TV, significant opportunities in Europe to target largest cable and broadband providers 4 C3 - Restricted Natixis EXCITING OPPORTUNITIES AS A GLOBAL LEADER PRODUCTION DVD CONNECTED SERVICES SERVICES HOME Worldwide leadership Worldwide in DVD, In Broadband and in VFX for Films Blu-ray, UHD, and CD Android TV Global market share in 70% Top box office films 65% Global market share 19% Broadband Visual effects shots for Market leading supply Global market share in 150k 65% film & episodic per year chain services Android TV GROWTH PREDICTABILITY LEADERSHIP Source: Company information; Management estimates. 5 Note: Figures as of 31/12/2019 C3 - Restricted Natixis WHAT WE HAVE STARTED DOING ► Exploit burgeoning demand for VFX content: secure volume agreements with key players in film and episodic PRODUCTION ► Optimise headcount allocation to individual projects SERVICES ► Advertising: improve margins/continue agency disintermediation ► Maximise use of resources in India ► Renegotiate remaining studio contracts on improved terms generating more predictable income streams DVD SERVICES ► Explore potential of adjacent businesses ► Maximise “cash cow” potential of the business ► Continue to pivot from Video to Broadband CONNECTED HOME ► Exploit growth in Android TV ► Focus growth on scale customers using platform model ► Streamline the business model in each function TRANSVERSAL FUNCTIONS ► Reduce organisational complexity ► Centralise functions where appropriate FINANCIAL ► Combined impact of new capital structure and strict focus on profitable growth and PERFORMANCE financial discipline will provide a sustainable future for Technicolor 6 C3 - Restricted Natixis KEY TRANSACTION PRINCIPLES GROSS DEBT EVOLUTION NEW MONEY CASH INJECTION OF c. €420M (net of the estimated €37m expenditures related to the € 1,440m(2) different issuances), under a debt format, to fund the company’s operational needs and repay the $110m bridge facility set up in March 2020 by July 31st, 2020 €400m fully underwritten by a group of lenders under € 1,140m(2) the existing Term Loan B and RCF creditors and € 20m provided by Bpifrance Participations Maturity of this new financing will be June 2024 Term € 982m(2) Reinstated Loan B € 572m(2) DEBT REDUCTION OF €660M across the Term Loan B TLB/RCF and the RCF on a pari passu basis Debt reduction to be implemented through (i) a €330m rights issue backstopped by TLB/RCF creditors with commitment by Bpifrance Participations(1) to participate pro rata its current shareholding and (ii) a New RCF € 250m € 457m(3) €330m reserved capital increase to TLB/RCF creditors financing Bridge $ 110m repaid REINSTATED TLB/RCF DEBT OF € 572M(2) extended to December 2024 with a bullet repayment Wells Fargo $125m $125m 22-Jun1 -2020 Pro forma2 situation REPAYMENT OF THE $110M BRIDGE FACILITY Notes: (1) Bpifrance Participations will subscribe to the rights issue in cash pro rata its current shareholding (~7.5%) for an aggregate amount of ~€ 25.5m. MATURITY EXTENSION OF THE $125M Wells (2) Rounded figure based on EUR/USD of 1.13. The amount of nominal debt in the current Fargo facility to December 2023 situation was estimated as of 22-Jun-20, assuming a 100% drawdown of the Wells Fargo facility (3) Including expenditures relating to the Issuances to be borne by the Company (estimated at 37 million euros) 8 C3 - Restricted Natixis CAPITAL INCREASE – KEY TERMS TOTAL CAPITAL INCREASE OF € 660M IN 2 TRANCHES RIGHTS ISSUE TRANCHE Amount € 330m (i.e. 50% of total capital increase) Price € 2.98 per share Underwriting Term Loan B and RCF lenders by way of set-off of claims Use of proceeds Cash proceeds to be used to repay Term Loan B and RCF at par Participation Commitment by Bpifrance Participations to participate in the rights issue pro rata its current shareholding Undertaking Bpifrance Participations to maintain 1 board seat RESERVED CAPITAL INCREASE Amount € 330m (i.e. 50% of total capital increase) Price € 3.58 per share Subscribers Term Loan B and RCF lenders pro rata by way of set-off of claims at par Use of proceeds No cash proceeds (by way of set-off of claims only) 9 C3 - Restricted Natixis OVERVIEW OF THE PRO FORMA SHAREHOLDING STRUCTURE(1) 0% SUBSCRIPTION RATE(2) 50% SUBSCRIPTION RATE (2) 100% SUBSCRIPTION RATE (2) 46.6% 70.0% 93.5% 70.0% 93.5% 53.4% 30.0% 30.0% 6.5% 6.5% Existing Shareholders Creditors Notes: (1) Post reserved capital increase and rights issue, assuming full exercise of the warrants attributed to creditors and no exercise of the warrants attributed to shareholders; (2) by existing shareholders; Some creditors are also existing shareholders. Bpifrance has committed to subscribe in the rights issue pro forma its current ownership. Existing shareholders could increase their stake by 5.2% of the capital ex- post in case of a full exercise of their warrants. 10 C3 - Restricted Natixis SIGNIFICANT MEDIUM TO LONG TERM OPPORTUNITIES KEY MID-TO-LONG TERM GROWTH MID-TERM OPPORTUNITIES OPPORTUNITIES DVD PRODUCTION SERVICES SERVICES ► Long tail of demand for home entertainment ► Capture future explosive growth in demand for premium content: film, episodic and animation ► DVD services needs to be transformed to further increase business model resiliency and cash flow generation CONNECTED CONNECTED HOME HOME ► Business at an inflection point, set to benefit from ► Focus on broadband gateway and Android TV: two years of repositioning, and margins are poised Significant white space in Europe to target largest to increase significantly cable and broadband providers WILL FUND FUTURE GROWTH WILL FUEL FUTURE GROWTH 12 C3 - Restricted Natixis €300M OF TOTAL RUN-RATE COST SAVINGS TARGETED, MORE THAN €160M EXPECTED TO BE REALIZED IN 2020 STRONG FOCUS ON THE DELIVERY OF Run-Rate Cost Savings Initiatives PREVIOUSLY ANNOUNCED COST SAVINGS THROUGH THE STRATEGIC PLAN €300m ► Well on track to achieve total cost savings in excess of €160m this year and €300m by 2022 €150m Further additional initiatives TO DATE, €67M COST SAVINGS RELATED TO THE STRATEGIC PLAN ANNOUNCED IN 2020 HAVE BEEN ACHIEVED ► Detailed plans are in place to achieve the remainder €160m €150m Panorama 1 RESTRUCTURING COSTS ACCOUNTED FOR €41M AT CURRENT RATE 2020E 2022E