Regulatory News:
Further to the press release of 8 March 2023 of ORPEA S.A.
(Paris:ORP) (the “Company”), the Company has finalized and
signed with its main banking partners (BNP Paribas, Groupe BPCE,
Groupe Crédit Agricole, Groupe Crédit Mutuel Alliance Fédérale, La
Banque Postale and Société Générale) an agreement (accord d’étape
dans la perspective de l’ouverture d’une sauvegarde accélérée)
setting forth the terms and conditions of an additional financing
and the adjustment of the financing documentation of June 2022,
which are summarized in the annexes to this press release.
The purpose of the agreement is to formalize the parties’
undertakings, in order to allow the Company to implement its
restructuring plan pursuant to an accelerated safeguard
proceeding.
About ORPEA
ORPEA is a leading global player, expert in the care of all
types of frailty. The Group operates in 22 countries and covers
three core businesses: care for the elderly (nursing homes,
assisted living, home care), post-acute and rehabilitation care and
mental health care (specialized clinics). It has more than 72,000
employees and welcomes more than 255,000 patients and residents
each year.
https://www.orpea-group.com/en/
ORPEA is listed on Euronext Paris (ISIN: FR0000184798) and is a
member of the SBF 120, STOXX 600 Europe, MSCI Small Cap Europe and
CAC Mid 60 indices.
Annex 1
The key new money financing
structure
As part of the financial and shareholding restructuring of
Orpea, Orpea’s core banking pool (the “Lenders”) have agreed
to participate to a €600,000,000 super senior new money financing
in three separate facilities: (i) a €400,000,000 revolving facility
(the “Facility D1”), (ii) a maximum €100,000,000 revolving
facility (the “Facility D2”) and (iii) a maximum
€100,000,000 revolving facility (the “Facility D3” and
together with the Facility D1 and the Facility D2, the
“Facilities”) to Niort 94 (RCS 440 360 006) (“Niort
94” or “N94”) and to Niort 95 (RCS 811 249 978)
(“Niort 95” or “N95”).
The key terms of the Facilities are summarized as follows:
Facility D1
Facility D2
Facility D3
Purpose of proceeds
To finance or refinance (directly
or indirectly) (x) the general corporate purpose of Niort 94/Niort
95 (including without limitation repayment of intercompany debt,
debt service and capital expenditure) and (y) fees, costs and
expenses incurred in relation with the Facilities.
Maximum principal amount
(€)
€400,000,000, broken down as
follows:
- Facility D1A:
€200,000,000
- Facility D1B:
€200,000,000
€100,000,000
This maximum amount will be
reduced by the amount of any disposal net proceeds relating to
disposals of real estate assets received by the members of the
Group since the opening of accelerated safeguard proceedings to the
benefit of Orpea and the first drawing of the Facility D2.
€100,000,000
This maximum amount will be
reduced by the amount of any disposal net proceeds relating to
disposals of real estate assets received by the members of the
Group since the opening of accelerated safeguard proceedings to the
benefit of Orpea and the first drawing of the Facility D3.
Annual margin
2.00% per annum
Final maturity date
Facility D1A/D1B: 30 June
2026
The earlier of (i) 31 December
2023 and (ii) the date falling five business days after the
completion of all share capital increases contemplated by the
judgment of the Tribunal de Commerce spécialisé de Nanterre
approving the Plan de Sauvegarde Accélérée to the benefit of Orpea
(the “Plan’s Approval”) and receipt in cash by Orpea of the
related proceeds.
Same as Facility D2
Availability period
From the signing date to the date
falling one month prior to the maturity date of Facility D1.
(x) From the earlier of (i) the
signing date and (ii) the date on which Facility D1 has been fully
drawn to (y) the date falling one month prior to the maturity date
of Facility D2.
(x) From the earlier of (i) the
date on which Facility D2 has been fully drawn and (ii) 31st August
2023 to (y) the date falling one month prior to the maturity date
of Facility D3.
Collateral, guarantee and
equity injection undertaking
- A first-ranking pledge to be
granted by ORESC 27, a newly activated special purpose vehicule
wholly-owned by Orpea (“Topco”), over 100% of the shares
issued by ORESC 26, a newly activated special purpose vehicule
wholly-owned by Topco (“Newco”), holding directly 100% of
the shares and voting rights of Niort 94 and Niort 95
- A pledge of receivables to be
granted by Orpea over all claims Orpea holds or may hold against
Niort 94 and Niort 95 and their respective subsidiaries under
intra-group loans/advances extended by Orpea to these entities
- Autonomous guarantee pursuant
to article 2321 of the French Code Civil covering an amount equal
to the sum of the principal and interests due according to Facility
D1, Facility D2 and Facility D3
- Equity injection undertaking
pursuant to article 2322 of French Code civil (with performance
obligation (obligation de résultat)) subscribed by Orpea to the
benefit of Niort 94 and Niort 95, in order to restore and maintain
a positive net position and to cover any shortfall in relation to
(x) debt service under the Facilities and (y) any due and payable
structure and corporate costs incurred by said entities
- Dailly law assignment by way of
guarantee by Niort 94 and Niort 95 in respect of all claims each of
them holds or may hold against any of their subsidiaries (direct or
indirect) under intra-group loans/advances extended by them to
these entities
The financing documentation will contain customary events of
default (subject to the usual materiality thresholds and cure
periods as the case may be), including in particular:
- Any non-payment default under the
Facilities;
- Breach of the N94/95 LTV Ratio described
below;
- Cross-payment default and
cross-acceleration above a cumulative threshold of EUR 40m;
- Insolvency and insolvency proceedings;
- Enforcement proceedings from a cumulative
threshold of EUR 40m;
- Refusal of certification by auditors of the
Orpea Group’s consolidated accounts;
- Administrative, arbitral, governmental or
regulatory disputes that would reasonably be expected to have a
material adverse effect.
- Orpea, Topco, Luxco, N94 and N95’s key commitments
In particular, Orpea and certain of its subsidiaries have agreed
to the following key commitments:
> Commitments
relating to total net cash proceeds received from any financial
indebtedness under third party financings
Niort 94 and Niort 95 shall procure that the total net cash
proceeds received by them or any of their subsidiaries from any
financial indebtedness under any third party financing will be
applied in prepayment and cancellation of:
- first, Facility D3: for 100% of such proceeds (until repaid and
cancelled in full);
- second, Facility D2: for 100% of such proceeds (until repaid
and cancelled in full); and
- third, Facility D1, for 50% of such proceeds.
> Commitment to use
certain net proceeds from share capital increases for the repayment
of the Facilities
Orpea shall procure that the net proceeds of share capital
increases contemplated by the Plan’s Approval will be applied in
prepayment and cancellation of:
- first, Facility D3 (until repaid and
cancelled in full); and
- second, Facility D2 (until repaid and
cancelled in full).
> Commitments
relating to total net cash proceeds from disposals of real estate
assets
Orpea shall procure that the disposal net proceeds received by
it or its subsidiaries from the date of the Accord d’étape dans la
perspective de l’ouverture d’une sauvegarde accélérée signed
between Orpea and the Lenders will be applied in prepayment and
cancellation of Facility D2.
> Commitment to
maintain a N94/95 LTV Ratio
Orpea and Topco shall ensure that the N94/95 LTV Ratio does not
exceed 55% on 31st December 2023 and 50% on 31st December of any
subsequent year, with “N94/95 LTV Ratio” being defined as
follows:
- “N94/95 LTV Ratio” means the ratio of
N94/95 Consolidated Debt to N94/95 Gross Assets Value.
- “N94/95 Consolidated Debt” means, as at the
relevant test date, the aggregate amount of the aggregate
outstanding principal amount of third party financial indebtedness
(including the Facilities and financial leases but excluding
shareholder and intragroup loans which are fully
subordinated1 and under the subordination agreement and
excluding financial indebtedness under any Group’s cash pooling
arrangements) of Niort 94, Niort 95 and their subsidiaries.
- “N94/95 Gross Assets Value” means the
aggregate gross assets value of the assets held by Niort 94, Niort
95 and their subsidiaries (other than with respect to LMP and
minorities if no third party appraisal is available), appraised by
third party valuers.
Annex 2
The key amendments to be made to the
facilities agreement dated 13 June 2022
Orpea and the Lenders agreed to make certain amendments to the
facilities agreement dated 13 June 2022 (the “Existing
Facilities Agreement”) as part of the financial and
shareholding restructuring of Orpea (the “Amendments”).
The key terms of the Amendments are summarized as follows:
Facility A
Facility B
Facility C1/C2
Facility A1
Facility A2/A3
Facility A4
Margin
2.00% per annum
Maturity
31 December 2027 with the
following maturity per sub-tranche to reflect the Repayment
Instalments as set out below
31 December 2027
31 December 2027
31 December 2027 (or, in case of
First Disposal Net Proceeds (as defined below), 31 October
2026)
31 December 2027
31 December 2023
Repayment Instalments
- 31 October 2024:
€200,000,000
- 31 October 2025: €200,000,000.
This instalment will be increased by the aggregate amount of
disposal net proceeds received by the Group after the date on which
the amendment agreement shall be effective (the “Effective
Date”) up to €100,000,000 (the “First Disposal Net
Proceeds”).
- 31 October 2026:
€200,000,000
Bullet
31 December 2023:
€200,000,000
Bullet
Bullet
> Annual cash sweep
based on disposals
Orpea shall procure mandatory prepayments on 30 June of each
year N (for the first time on 30 June 2025) of Facility A1,
Facility A2/A3 and Facility B in an amount equal to:
- 75% of the disposal net proceeds relating
to disposal of operating and property assets (described in the
press release dated 13 June 2022) received by the members of the
Group since the Effective Date and until 31 December of financial
year N-1; less
- the aggregate amount of the repayment
instalments, voluntary prepayments and mandatory prepayments (to
which is added any First Disposal Net Proceeds, received by any
member of the Group, even if not yet applied in prepayment of the
Facilities) from the Effective Date until 31 December of financial
year N-1,
provided that such amount will be reduced to the extent
necessary to ensure that the Group’s Liquidity (as defined below)
pro forma such prepayment will be at least equal to €300,000,000
until 31 December of financial year N.
Such mandatory prepayment shall be applied in chronological
order of the repayment instalments under the Facility A1, Facility
A2/A3 and Facility B (pari-passu and on a pro rata basis in respect
of repayment instalments falling on the same date).
> Net subscription
proceeds in the event of new debt issuances on the capital
markets
As per the Existing Facilities Agreement (i.e. as described in
the press release dated 13 June 2022), provided that such
prepayment shall be applied to the repayment instalments in
chronological order under the Facility A1, Facility A2/A3 and
Facility B (pari-passu and on a pro rata basis in respect of
repayment instalments falling on the same date).
> Minimum Cash /
undrawn commitments
As per the Existing Facilities Agreement, provided that:
- (i) the aggregate amount of all immediately
available and undrawn commitments (to the exclusion of Facility D2
and Facility D3) of the Group under existing financings of the
Group shall be added to (ii) the cash and cash equivalents of the
Group to test the €300,000,000 covenant (the sum of (i) and (ii)
being defined as the “Group’s Liquidity”); and
- it will apply for the first time on the
last of the first full calendar quarter ending after the Effective
Date.
_________________________ 1 Any payment or repayment under the
intragroup loans will be strictly subject to the terms of the
subordination agreement.
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version on businesswire.com: https://www.businesswire.com/news/home/20230320005235/en/
Investor Relations ORPEA Benoit Lesieur Investor
Relations Director b.lesieur@orpea.net
Toll free tel. nb. for shareholders: +33 (0) 805 480
480
Investor Relations NewCap Dusan Oresansky Tel.:
+33 (0)1 44 71 94 94 ORPEA@newcap.eu
Media Relations ORPEA Isabelle Herrier-Naufle
Media Relations Director Tel.: +33 (0)7 70 29 53 74
i.herrier-naufle@orpea.net
Image 7 Charlotte Le Barbier Tel.: +33 (0)6 78 37 27 60
clebarbier@image7.fr
Laurence Heilbronn Tel.: +33 (0)6 89 87 61 37
lheilbronn@image7.fr
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