Press Release
VALLOUREC SUCCESSFULLY COMPLETES ITS
FINANCIAL RESTRUCTURING AND ADOPTS A NEW GOVERNANCE
STRUCTURE
Boulogne-Billancourt,
July 1, 2021 – Vallourec
announces today the finalization of its financial restructuring,
thanks to the successful completion of the final steps of the
safeguard plan approved by the Nanterre Commercial Court on May 19,
2021.
Edouard Guinotte, Chairman and Chief Executive
Officer, stated:
“We successfully completed the final stages of
our financial restructuring. Thanks to a sound financial structure
and the support of our new reference shareholders, Apollo and
SVPGlobal, we are in a position to fully deploy our strategic
plan.
Our roadmap is clear. It relies on strengthening
the profitability of our core business and activating additional
levers of value creation such as exploiting the full potential of
our iron mine in Brazil and accelerating our commitment to the
energy transition to meet the growing needs of our clients.
I would like to thank our clients and partners
for their lasting trust in Vallourec in this unprecedented context,
as well as our teams, in all regions, for their continued and
exemplary commitment and determination.”
The significant reduction of the Group's debt,
representing approximately EUR 1,800 million, which is more than
half of the principal amount of Vallourec’s debt, as well as the
setting up of new medium-term financing, have been finalized as
part of the final completion of, in particular:
- the settlement and
delivery transactions of:
- the rights issue
for a total gross amount, including issue premium, of EUR
299,724,207.62, through the issuance of 52,954,807 new shares
subscribed in cash by the shareholders of the Company, the proceeds
of which being used to partially repay the claims of the Converted
Creditors under the Company's Bonds and RCFs,
- the share capital
increase for a total gross amount, including issue premium, of EUR
1,330,998,569.43, with removal of the shareholders' preferential
subscription rights in favor of the Converted Creditors, through
the issuance of 164,523,927 new shares subscribed for by the
Converted Creditors by way of set-off against part of their claims
under the Company's Bonds and RCFs,
- the issuance of
30,342,337 Warrants in favor of the Commercial Banks, subscribed by
them by way of set-off against part of their claims under the
Company's RCFs, and
- the issuance of New
Bonds for a total nominal amount of EUR 1,023 million, subscribed
by the Converted Creditors by way of set-off against part of their
claims under the Company’s Bonds and RCFs;
- the repayment of
EUR 262 million to all creditors under the Bonds and RCFs in
proportion to their restructured claims, as well as the payment to
creditors of interest, commitment fees, utilization fees and
default interest under the RCFs and Bonds for the period up to and
including February 1st, 2021;
- the debt write-off
granted by the Commercial Banks in the amount of EUR 169 million;
and
- the setting up by
the Commercial Banks of (i) a revolving credit facility of EUR 462
million, (ii) State-guaranteed loans (prêts garantis par l’Etat) in
the amount of EUR 262 million and (iii) bonding lines of EUR 178
million over a 5-year horizon.
The Bonds are therefore cancelled and delisted
from their respective markets today.
In accordance with the resolutions adopted on
April 20, 2021 by the combined general meeting of shareholders of
the Company, the Company's new form of governance will come into
effect today, upon decision of the Chairman of the Management Board
acknowledging that the Restructuring Effective Date occurred on
June 30, 2021, with:
- the modification of
the Company's governance and management structure to a structure
with a board of directors instead of the structure with a
management board and supervisory board; and
- the termination of
the mandates of the members of the Company’s supervisory board and
management board.
The Company’s new articles of association,
including in particular the removal of double voting rights, will
enter into force as of this date.
The new board of directors of the Company will
meet for the first time today. Following this meeting and subject
to the approval of the relevant decisions, the composition of the
board of directors should be the following:
- Mr. Édouard
Guinotte;
- Mr. Gareth Turner,
whose appointment is proposed by Apollo;
- Mr. Pierre
Vareille, independent member, whose appointment is proposed by
Apollo;
- Mr. William de
Wulf, whose appointment is proposed by SVPGlobal;
- Ms. Corine de
Bilbao, independent member;
- Ms. Maria Silvia
Marques, independent member;
- Ms. Hera Siu,
independent member;
- Ms. Angela Minas,
independent member.
Finally, the representative of the employees
will be appointed at a later date in accordance with the applicable
legal and statutory provisions.
The Board of Directors will resolve on the
combination of the duties of the Chairman of the Board of Directors
(Président du Conseil d’administration) and Chief Executive Officer
(Directeur Général), which should be conferred to Mr. Edouard
Guinotte. Mr. Pierre Vareille should be appointed as Vice-Chairman
(Vice-Président) and Lead Independent Director (Administrateur
Référent) of the Company's Board of Directors and Mr. Olivier
Mallet as Deputy CEO (Directeur Général Délégué) of the Company. In
addition, Mr. Paul Marchand for SVPGlobal and Mr. Conor J.
Sutherland for Apollo should be appointed as non-voting
observers.
The proposed composition of the committees of
the Board of Directors will be the following:
- Audit Committee:
- Ms. Angela Minas,
chairman and independent director;
- Ms. Hera Siu,
independent director;
- Ms. Maria Silvia
Marques, independent director;
- Ms. Corine de
Bilbao, independent director;
- Mr. Gareth Turner;
and
- Mr. William de
Wulf.
- Remuneration,
Nomination and Governance Committee:
- Mr. Pierre
Vareille, chairman and independent director;
- Mr. William de
Wulf;
- Ms. Angela Minas,
independent director; and
- Ms. Maria Silvia
Marques, independent director.
- Strategic and
Financial Committee:
- Mr. Gareth Turner,
chairman;
- Mr. William de
Wulf; and
- Ms. Corine de
Bilbao, independent director.
- Corporate and
Social Responsibility Committee (CSR):
- Ms. Corine de
Bilbao, chairman and independent director;
- Ms. Angela Minas,
independent director;
- Ms. Hera Siu,
independent director; and
- Ms. Maria Silvia
Marques, independent director.
Following the completion of the share capital
increases (before and after exercise of the Warrants) and to the
knowledge of the Company, the shareholding structure of the Company
is the following:
|
Before exercise of the
Warrants |
After exercise of the
Warrants |
Shareholders |
Number of ordinary shares / voting rights |
% of the share capital / voting rights |
Number of ordinary shares / voting rights |
% of the share capital / voting rights |
Apollo |
53,168,605 |
23.2% |
53,168,605 |
20.5% |
SVPGlobal |
28,159,346 |
12.3% |
28,159,346 |
10.9% |
BNP Paribas |
- |
- |
13,147,015 |
5.1% |
Natixis |
- |
- |
13,113,508 |
5.1% |
CIC |
- |
- |
4,081,814 |
1.6% |
Nippon Steel
Corporation |
7,851,128 |
3.4% |
7,851,128 |
3.0% |
Bpifrance
Participations |
5,200,929 |
2.3% |
5,200,929 |
2.0% |
Group
Employees |
335,430 |
0.1% |
335,430 |
0.1% |
Treasury
shares |
14,397 |
0.0% |
14,397 |
0.0% |
Public |
134,198,593 |
58.6% |
134,198,593 |
51.8% |
Existing
public |
51,002,617 |
22.3% |
51,002,617 |
19.7% |
Creditors other
than Apollo and SVPGlobal |
83,195,976 |
36.3% |
83,195,976 |
32.1% |
TOTAL |
228,928,428 |
100.0% |
259,270,765 |
100.0% |
For the purposes of this press release:
|
|
“Apollo” |
means certain investment funds managed by affiliates of Apollo
Global Management, Inc. |
“2022
OCEANE” |
means the EUR250 million 4.125% OCEANE bonds due 2022 (ISIN:
FR0013285046). |
“2022
Senior Notes” |
means the EUR550 million 6.625% senior notes due 2022 (ISIN:
XS1700480160 / XS1700591313). |
“2023 Senior
Notes” |
means the EUR400 million 6.375% senior notes due 2023 (ISIN:
XS1807435026 / XS1807435539). |
“2024 Bonds” |
means the EUR500 million 2.250% bonds due 2024 (ISIN:
FR0012188456). |
“2027
Bonds” |
means the EUR55 million 4.125% bonds due 2027 (ISIN:
FR0011292457). |
“Bonds” |
means the 2022 OCEANE, 2022 Senior Notes, 2023 Senior Notes, 2024
Bonds and the 2027 Bonds. |
“Commercial Banks” |
means BNP Paribas, Natixis et CIC. |
“Converted Creditors” |
means all creditors of Vallourec SA under the RCFs and the Bonds,
other than the Commercial Banks, as of June 21, 2021. |
“New
Bonds” |
means the senior notes governed by the laws of the State of New
York issued by the Company on June 30, 2021 for an aggregate
principal amount of EUR1,023 million (Regulation S ISIN:
XS2352739184; Rule 114 A ISIN: XS2352739770; IAI ISIN:
XS2352740604). |
“RCF” |
means (a) the facility agreement governed by French law and entered
into on February 12, 2014, (b) the facility agreement governed by
French law and entered into on May 2, 2016, (c) the facility
agreement governed by French law and entered into on September 21,
2015 and (d) the facility agreement governed by French law and
entered into on June 25, 2015, in each case, as amended. |
“Warrants” |
means the 30,342,337 share subscription warrants issued on June 30,
2021 by the Company, each Warrant conferring the right to subscribe
to one new share at an exercise price of €10.11 per Warrant at any
time during 5 years from their date of issue, the terms and
conditions of which are described in the prospectus approved by the
AMF on March 31, 2021 under number 21-093 (ISIN Code: FR00140030K7;
denomination: VALLOUREC BSA 21). |
“SVPGlobal” |
means Strategic Value Partners, LLC, acting in the name and on
behalf of Emerald Health Designated Activity Company, Emerald Moor
Designated Activity Company, Emerald Meadow Designated Activity
Company, Emerald Pasture Designated Activity Company. |
Disclaimer
This press release and the information it
contains do not constitute an offer to sell or subscribe, or a
solicitation of an order to buy or subscribe, Vallourec’s
securities. The dissemination, publication or distribution of this
press release in certain countries may constitute a violation of
applicable laws and regulations. Accordingly, persons who are
physically present in such countries and in which this press
release is disseminated, distributed or published should inform
themselves of and comply with any such local restrictions. This
press release must not be released, published or distributed,
directly or indirectly, in Australia, Canada, Japan or the United
States of America.
This press release is not an advertisement and
does not constitute a prospectus within the meaning of Regulation
2017/1129 of the European Parliament and of the Council of 14 June
2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market and
repealing the Prospectus Directive 2003/71/EC.
Forward-Looking Statements
This press release may contain forward-looking
statements. By their nature, forward-looking statements involve
risks and uncertainties as they relate to events and depend on
circumstances that may or may not occur in the future. These risks
include those developed or identified in the public documents filed
by Vallourec with the AMF, including those listed in the “Risk
Factors” section of the Universal Registration Document filed with
the AMF on March 29, 2021 under filing number n° D.21-0226 and the
amendment to the Universal Registration Document filed with the AMF
on June 2, 2021 under filing number n° D.21-0226-A01.
About Vallourec
Vallourec is a world leader in premium tubular
solutions for the energy markets and for demanding industrial
applications such as oil & gas wells in harsh environments, new
generation power plants, challenging architectural projects, and
high-performance mechanical equipment. Vallourec's pioneering
spirit and cutting edge R&D open new technological frontiers.
With close to 17,000 dedicated and passionate employees in more
than 20 countries, Vallourec works hand-in-hand with its customers
to offer more than just tubes: Vallourec delivers innovative, safe,
competitive and smart tubular solutions, to make every project
possible.
Listed on Euronext in Paris (ISIN code:
FR0013506730, Ticker VK), Vallourec is part of the SBF 120 index
and is eligible for Deferred Settlement Service Long Only.
In the United States, Vallourec has established
a sponsored Level 1 American Depositary Receipt (ADR) program (ISIN
code: US92023R4074, Ticker: VLOWY). Parity between ADR and a
Vallourec ordinary share has been set at 5:1.
Calendar
July 28th
2021 |
Release of second quarter and first half 2021 results |
For further information, please contact:
Investor
relations Jérôme FribouletTel: +33 (0)1 49 09 39
77Investor.relations@vallourec.com |
Press
relations Héloïse RothenbühlerTel: +33 (0)1 41 03 77
50 heloise.rothenbuhler@vallourec.com |
Individual
shareholdersToll Free Number (from France): 0 805 65 10 10
actionnaires@vallourec.com |
|
- Vallourec - CP Succès restructuration financière 01.07.2021
(eng) 01.07.2021
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