1- FOLLI FOLLIE COMMERCIAL MANUFACTURING and TECHNICAL S.A. RESTRUCTURING TERM SHEET This Restructuring Term Sheet (The “Rest
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FOLLI FOLLIE COMMERCIAL MANUFACTURING AND TECHNICAL S.A. RESTRUCTURING TERM SHEET This restructuring term sheet (the “Restructuring Term Sheet”) outlines a proposal for the material terms to be incorporated into the rehabilitation plan (the “Rehabilitation Plan”) of Folli Follie Commercial Manufacturing and Technical S.A. (the “Company” and, together with its subsidiaries, the “Existing Group”) and the legally binding restructuring agreement (the “Restructuring Agreement”) which shall be submitted to the Athens Multi-Member Court of First Instance (the “Greek Court”) pursuant to Article 106b and/or d of Greek law 3588/2007 (“Art 106”), as currently in force (the “Greek Bankruptcy Code”). This Restructuring Term Sheet has been circulated to: (a) the of holders of the €249,500,000 1.75 per cent. Guaranteed Exchangeable Notes due 2019 issued by FF Group Finance Luxembourg SA and guaranteed by the Company (the “Eurobonds”); (b) the holders of the CHF 150,000,000 3.25 per cent. Notes due 2021 issued by FF Group Finance Luxembourg II SA (“LuxCo II”) and guaranteed by the Company (the “Swissbonds”); (c) the lender of 100% of the €20,000,000 Schuldschein loan due 2021 issued by LuxCo II and guaranteed by the Company (the “20m Schuldschein”); and (d) the lender of 100% of the €31,000,000 Schuldschein loan due 2021 issued by LuxCo II and guaranteed by the Company (the “31m Schuldshein” and together with the 20m Schuldshein, the “Schuldshein”), the Eurobonds, Swissbonds and Schuldshein shall together be referred to as the “Debt” and the holders of the debt shall be referred to as the “Holders”. The date on which the Restructuring Agreement is filed at the Greek Court shall be the “Filing Date”, the date on which the Greek Court is convened to hear the Company’s submissions on the Restructuring Agreement shall be the “Hearing Date” and the date on which the Greek Court delivers its decision with respect to the Restructuring Agreement shall be the “Decision Date”. The date on which this Restructuring Term Sheet is made publicly available to the Holders for the purpose of seeking their consents for the Rehabilitation Plan shall be the “Launch Date”. The terms of this Restructuring Term Sheet, as amended following any negotiations with the Holders (or a subset thereof) shall be incorporated into the Restructuring Agreement (to be signed by the Company and creditors of the Company representing the required levels of support, being 60% of all creditors of the Company, including 40% of all secured creditors) which shall be filed with the Greek Court on the Filing Date. The terms of the Restructuring (defined in Part A (Overview of the Restructuring) below) set out herein will be reviewed and evaluated by TGS Hellas Certified Auditors Accountants SA as evidenced by an opinion to be submitted by them to the Greek Court at the Filing Date, confirming that they consider the Restructuring Agreement and/or the Rehabilitation Plan to be viable and that all the Company’s creditors have been treated equally and fairly under its terms, as is required by Art 106. In addition, definitive documentation to give effect to the terms of the Restructuring Agreement and the Rehabilitation Plan will have to be prepared in due course. Such definitive documents shall come into full force and effect in accordance with the relevant provisions of the Restructuring Agreement, provided the Greek Court has ratified the Restructuring Agreement on the Decision Date (the “Restructuring Effective Date”). -1- TABLE OF CONTENTS SECTION I Introduction and Summary ......................................................................................... 3 SECTION II Existing Group ........................................................................................................... 5 SECTION III OpsCo – New Notes................................................................................................... 7 SECTION IV AssetsCo – Shares ...................................................................................................... 8 SECTION V Other Terms and Conditions .................................................................................... 11 SCHEDULE 1 Existing Liabilities .................................................................................................... 14 SCHEDULE 2 Transferring Assets .................................................................................................. 15 -2- SECTION I Introduction and Summary A. Overview of the Restructuring In exchange for the release in favour of the Company of all liabilities arising under and in connection with the Debt (the “Released Liabilities”): (a) the Company shall take all necessary steps to effect, or procure that the necessary steps are taken by the Transferors (defined in Part B (Parties) below) to effect, the transfer (the “Transfers”) of the assets listed at Schedule 2 (Transferring Assets) (together, the “Transferring Assets”) to a newly incorporated companies comprising: (i) “OpsCo”, a Greek company, which has been incorporated for the purpose of continuing certain parts of the business as a going concern; and (ii) “AssetsCo”, a Greek company which has been incorporated to manage the real estate and non-core assets of the company; (b) AssetsCo shall issue shares (the “AssetsCo Shares”) representing 100% of the issued share capital in AssetsCo to the Holders; (c) OpsCo shall issue the New Notes to AssetsCo (as defined in Part G (New Notes) below) (the “Assumed Liabilities”); and (d) a corporate guarantee shall be provided in connection with the New Notes by the Company (the “Corporate Guarantee”), (the “Restructuring”). OpsCo shall remain under the direct or indirect control of the Company and the AssetsCo will be wholly owned by the Holders. The AssetsCo Shares and the New Notes shall be issued in full and final settlement of all liabilities arising under and in connection with the Debt. Certain of the assets transferred to AssetsCo will be leased back to the Company and the Company will maintain a right of first refusal over the sale of certain assets by AssetsCo. B. Parties Company Folli Follie Commercial Manufacturing and Technical S.A. Holdings Folli Follie Holdings S.A. FFGS Folli Follie Group Sourcing Ltd Transferors The Company and the transferor entities in the Existing Group set out in Schedule 2 (Transferring Assets) C. Treatment of Stakeholders Unsecured Creditors The “Unsecured Creditors” means the creditors set out in Schedule 1 (Existing Liabilities), including the Holders, entitled to receive in full and final settlement of the Released Liabilities: -3- (a) AssetsCo Shares; (b) New Notes to be issued by OpsCo to AssetsCo – see Section III (OpsCo – New Notes) below; and (c) the Corporate Guarantee. Trade Creditors Liabilities to trade creditors shall be assumed by OpsCo and AssetsCo to the extent of the assets/businesses transferred to or assumed by OpsCo and AssetsCo; all other trade creditors shall remain as obligations of the Existing Group. Other unsecured creditors of the To the extent there are any other eligible unsecured creditors of Company the Company, the Company will make a provision for such unsecured creditors to be included in the allocation of the consideration set out at “Unsecured Creditors” above. If the Company, or any one or more of the Unsecured Creditors, dispute the value of the claim(s) of any one or more of such eligible unsecured creditor(s), each such unsecured creditor and the Company shall enter discussions with a view to ensuring that such dispute shall be resolved prior to the Restructuring Effective Date. If any such dispute is not resolved prior to the Restructuring Effective Date, the allocations due to each such eligible unsecured creditor shall be held in escrow until such time as the dispute has been settled by way of arbitration or court process. Holding Period Trust If, for any reason (including, without limitation, by reason of not providing the required account and KYC information) any Unsecured Creditor cannot hold AssetsCo Shares or such Unsecured Creditor who has not come forward by a claims bar date1, such Unsecured Creditor’s allocation of AssetsCo Shares shall be deposited in a holding trust for 12 months from the Restructuring Effective Date (the “Holding Period”). Following the end of the Holding Period, the trustee shall dispose of such AssetsCo Shares on the best terms reasonably available at the time, using a transparent process (including inviting bids for the relevant shares from the other Unsecured Creditors), for cash and distribute the net proceeds of such sale to such Unsecured Creditor as soon as reasonably practicable, pursuant to the terms of the Holding Period Trust. Where the relevant Unsecured Creditor has not claimed its entitlement of the net proceeds from the trustee prior to the end of the Holding Period, the net proceeds of the sale of such Unsecured Creditor’s share of the AssetsCo Shares shall be returned to AssetsCo. 1 Such date to be agreed. -4- SECTION II Existing Group D. Existing Liabilities The existing liabilities of the Company are set out in Schedule 1 (Existing Liabilities). E. Transfer of Assets to the AssetsCo and OpsCo Promptly after the Decision Date, but, in any event, no later than twenty (20) days prior to the Restructuring Effective Date and the execution of the necessary documentation pertaining to the Transfers, the Company’s General Meeting of Shareholders shall resolve in favour of the Transfers of the assets owned by the Company. In the event that the