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Restructuring Term Sheet

FDB has agreed key terms for a refinancing and recapitalization with holders of 81% of its existing senior notes. The plan includes reducing debt obligations by up to two thirds in exchange for reinstated debt maturing in 2028 and up to 75% equity in FDB. A €60M term loan will also be established to support working capital and refinance interim debt. While sales continued growing in 2022 and Q1 2023, adjusted EBITDA declined, resulting in a €232M impairment charge and €278M full year loss. FDB expects cash flow available for debt service to be €5-10M lower than previous forecasts for 2023.
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0% found this document useful (0 votes)
335 views3 pages

Restructuring Term Sheet

FDB has agreed key terms for a refinancing and recapitalization with holders of 81% of its existing senior notes. The plan includes reducing debt obligations by up to two thirds in exchange for reinstated debt maturing in 2028 and up to 75% equity in FDB. A €60M term loan will also be established to support working capital and refinance interim debt. While sales continued growing in 2022 and Q1 2023, adjusted EBITDA declined, resulting in a €232M impairment charge and €278M full year loss. FDB expects cash flow available for debt service to be €5-10M lower than previous forecasts for 2023.
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Information Release

2 May 2023
Important Notice
Acknowledgement: You must read the following before continuing. This notice applies to the following information release (the “Release”), and you are therefore advised to read this carefully before reading,
accessing or making any other use of the information in the Release. In accessing the Release, you will be deemed to have read and accepted this notice.

No representation and no liability: This Release has been prepared by Tasty Bidco, S.L. (the “Company” and together with its consolidated subsidiaries, the “Group”). This Release does not constitute research and
does not purport to be comprehensive or to contain all the information that any recipient may need in its assessment of the Group. While this information has been prepared in good faith, the Company makes no
representation or warranty, express or implied, that this Release or the information contained herein or the assumptions on which they are based are accurate, complete or up to date and they should not be relied
upon as such. The information contained in this Release has not been the subject of an audit or similar investigation or review. This Release and the information contained herein is subject to change without notice, it
may be incomplete or condensed and it may not contain all material information concerning the Company, its affiliates and/or connected parties. The Company does not accept and will not accept any responsibility
or liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this Release and any liability is expressly disclaimed, whether arising from its
negligence or otherwise, and by accepting delivery of this document and/or information contained herein, recipients of the Release irrevocably and unconditionally waive any such claim they may have against the
Company (or any of its affiliates or connected parties). This Release contains only summary information and does not purport to and is not intended to contain all of the information that may be required to evaluate
and should not be relied upon in connection with any potential transaction. It is not intended to be (and should not be used as) the sole basis of any credit analysis or other evaluation, and it should not be considered
as a recommendation by any person for you to participate in any potential transaction. We do not undertake, or expect, to update, correct or otherwise revise this document at any time, whether as a result of new
information, future events or otherwise. Any proposed terms in this Release are indicative only and remain subject to contract.

No offer: This Release is not intended to create any contract, representation, warranty, undertaking, express or implied or other legal relations and is not an invitation or offer or commitment with respect to any
loans, securities or other financing. This Release is not intended to and shall not create any binding obligations on the Company or any of its affiliates, direct or indirect shareholders or related parties.

No advice: The Company does not provide legal, accounting or tax advice and you are strongly advised to consult your own independent advisers on any legal, tax or accounting issues relating to these materials.

Projections: Any projections or forecasts in this Release are illustrative only and have been based on the estimates and assumptions when the business plan was prepared. Such estimates and assumptions may or
may not prove to be correct. Each recipient of this Release should be aware that these projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results
will actually be realised or achieved. Actual results may depend on future events which are not in the Company’s control and may be materially affected by unforeseen economic or other circumstances.

Financial Information: This Release includes certain financial measures such as Management EBITDA and Adjusted EBITDA, that are not recognized by IFRS or any other generally accepted accounting principles and
that may not be permitted to appear on the face of the financial statements or footnotes thereto (“Non-IFRS Measures”). Non-IFRS Measures should not be considered as substitutes to performance measures
derived in accordance with IFRS or any other generally accepted accounting principles, may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools.

Forward-Looking Statements: The Release contains “forward-looking” information. The forward-looking information is based upon certain assumptions about future events or conditions and is intended to illustrate
hypothetical results under those conditions. Actual events or conditions are unlikely to be consistent with, and may materially differ from, those assumed. Any views or opinions expressed in the Release (including
statements or forecasts) constitute the judgement of the Company as of the date of this material and are subject to change without notice. The Company does not undertake to update the Release and you are
cautioned not to place undue reliance on any forward-looking information. Recipients of the Release should not rely on any representations or undertakings inconsistent with the above paragraphs. In addition,
projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which it operates are necessarily subject to a high degree of uncertainty and risk.
Key Refinancing and Recapitalization Terms Agreed

• Food Delivery Brands Group S.A. (“FDB”) is pleased to announce that it has agreed key commercial terms of a refinancing and recapitalisation of the company and its subsidiaries (together,
the “Recapitalisation”) pursuant to the framework agreement (the “Framework Agreement”) between FDB, its major shareholders and holders representing c. 81% of Foodco Bondco
S.A.U.’s existing 6¼% senior secured notes (ISINs: XS1990733898 and XS1990734359, the “Existing SSNs”).

• Key terms of the Recapitalisation contemplate:

─ a reduction of the principal amount owing to holders of the Existing SSNs by up to c. two thirds via an exchange for a pro rata allocation of reinstated debt maturing December 20281
and up to c.75% of the equity capital of FDB

─ a reduction in the principal amount of the Group’s government guaranteed bilateral loans by an amount which is economically equivalent to the treatment of the Existing SSNs; and

─ the establishment of a €60m term loan facility2, the proceeds of which will support the Group’s working capital, refinance the interim facility established in February and pay for costs
and expenses of the Recapitalisation

• FDB is currently engaged in constructive discussions with its other creditors / working capital providers to facilitate and execute the Recapitalisation via a Spanish homologation.

• In light of the proposed Recapitalisation, the indenture governing the Existing SSNs has been amended pursuant to consent from holders constituting a majority of the Existing SSNs to
make certain other changes, including: (i) extending the grace period for the non-payment of interest on the Existing SSNs due on January 16, 2023 and July 17, 2023 to October 16, 2023;
(ii) extending the deadline for reporting the audited financial statements for FY 2022 and the unaudited financial statements for Q1 2023 to July 31, 2023; and (iii) amending certain of the
incurrence covenants providing incremental debt capacity.

• System sales continued to uptrend in 2022 (10.6% growth vs FY21 in constant currency), with a resilient adjusted EBITDA3 performance (€58.2m, 18% decline vs FY21) despite the
challenging environment. As part of the Recapitalisation process, the group has revised its business plan for the period 2022-2024. As a result, the group’s parent recorded an impairment
of its investment in the FDB group of €232.2m in FY22, driving a loss for the period of €278m on a consolidated basis.

• Positive sales trend continued in Q1 FY23 (+4.2% growth in system sales4 vs Q1 FY22 in constant currency), with adjusted EBITDA3 above expected targets for the period.

• FDB expects a deviation in the cash flow available for debt service of c.€5-10m for 2023 compared to the previous forecast, mainly driven by an increase on non-recurring costs.

Notes: (1) Such reinstated debt will benefit from interest of 12.25% p.a. to be paid in cash to the extent the Group meets certain liquidity thresholds (or otherwise to be paid in kind, subject to the possibility of making partial cash
payment); (2) The term loan facility will bear a floating interest rate of Euribor + 6.25% per annum and an upfront fee of 4% of the total commitments; (3) Accounting for IFRS 16. The term loan facility will rank in priority over the
reinstated debt maturing December 2028 (4) Excluding MF Latam following the revised terms of the alliance with Yum!.

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