[Dissemination of an insider information pursuant to Art. 17 of Regulation (EU) 596/2014]
R-LOGITECH to call noteholder meetings for its existing bonds to extend maturity and ensure continuation of initiated sales process for its stake in Thaumas N.V.
Monaco/Luxembourg, 7 June 2024 – R-LOGITECH S.A.M. (the “Company”) is asking the holders of its existing EUR 254 million (previously EUR 200 million) 10.250% notes due 24 June 2024 (the “2024 Notes”) (ISIN: DE000A19WVN8) and the € 50 million 10.25% notes due 2027 issued by R-Logitech Finance S.A. (“RL Finance”) guaranteed by the Company (ISIN: DE000A3K73Z7) (“2027 Notes”, together the “Notes”) to, inter alia, extend the term of the 2024 Notes by two years and amend the terms and conditions of both Notes such they will be redeemed only out of the net proceeds of the sale of the Thaumas shares on a pro rata basis and are not to be repaid at their nominal amounts anymore. In light of this, the Notes will not be interest bearing anymore.
As already announced, in accordance with the terms and conditions of the 2024 Notes, investment bank Lazard has been appointed as M&A advisor, and an M&A process has been initiated, with the aim of selling the Company’s stake in Thaumas.
Since the further implementation and finalisation of the initiated M&A process by the Company requires the provision of additional liquidity to cover, among other things, transaction costs and restructuring costs incurred and still to be incurred, a further bond with a nominal value of EUR 15,000,000 (“New Money Bond”) and a 2.5 MOIC is to be issued by RL Holding S.A. (“RL Holding”), which will rank senior to the two existing Notes. The New Money Instrument will also be repaid out of the net proceeds of the sale of the shares in Thaumas. RL Holding is part of R-LOGITECH Group. All shares in RL Holding are pledged in favour of the holders of the Notes in implementation of the noteholders’ resolution of 29 March 2023.
The allocation of the net proceeds between the existing Notes and the New Money Bond shall be made in accordance with a payment waterfall with the New Money Bond being paid first and the remaining proceeds divided between the existing noteholders (pro rata amongst the two Notes), the New Money Bonds, the Issuer (to a small extent to secure the going concern) and certain existing bondholders who guaranteed the full placement of the New Money Bond. With regard to this structure and the payment waterfall, the Company has been approached by an ad-hoc group of noteholders who, the Company is informed, own approximately 30% of the Company’s bonds. This is the largest bondholder group known to the Issuer, and this bondholder group has provided a proposal which is included in the conditions to be published as voting proposals.
For the purpose of these amendments, resolutions of the holders of the Notes are required. Therefore, the Company invites all noteholders to a vote without meeting for both Notes in accordance with § 18 of the German Act on Notes (Schuldverschreibungsgesetz – SchVG). The invitation for the 2024 Notes will be available today in the German Federal Gazette and on R-LOGITECH’s website at www.r-logitech.com. The invitation for the 2027 Notes will be available shortly.
In parallel, the Company is in final negotiations with two financing parties for the refinancing or redemption of the secured mezzanine facility at the level of its subsidiary R-Logitech S.A., Luxembourg, which matures on 24th June 2024 and has an outstanding amount (nominal and capitalized interest) of approximately. EUR 125 million. The mezzanine facility is collateralised by the shares in R-Logitech S.A. and the 53% shares in Thaumas N.V.
R-LOGITECH S.A.M.
investorrelations@r-logitech.com