PAGESJAUNES : Groupe S.A. Announces a Consent Solicitation in respect of its ?350 million Senior Notes due 2018
09/04/2012| 02:05am US/Eastern
PagesJaunes Groupe S.A. ("PJG")(Paris:PAJ), a company whose
shares are listed on Euronext Paris (PAJ FP), NYSE Euronext, today
announced that PagesJaunes Finance & Co. S.C.A (the "Issuer"),
the issuer of its ?350 million 8.875% Senior Secured Notes due 2018 (the
"Notes") is soliciting consents from the holders of the Notes
such that PJG would have the option to request the appointment of a
Mandataire ad Hoc to assist PJG in its ongoing negotiations with its
lenders to extend the maturities of its debt coming due in November 2013
(the "Consent Solicitation").
Rationale for Consent Solicitation
PJG has been in discussions with its lenders under its credit agreement
to extend the maturities of its ?638 million A1 term loan and ?300
million revolving credit facility ("RCF") loan due November 2013
to September 2015 in exchange for an upfront partial repayment of the
extended A1 term and RCF loans and a scheduled repayment (including both
amortization and cash sweep) for the balance of the term and RCF loans
maturing in September 2015 consistent with the PJG's cash flow
generation potential. In addition, PJG announced earlier this year its
decision to stop paying dividends to its shareholders until it reduces
PJG's net leverage to 3.0x. PJG's net leverage was 3.66x as of June 30,
PJG believes these actions are in the best interest of all its
stakeholders in light of the current business outlook and the state of
the financing markets, as it will provide PJG with manageable debt
repayments for the next two years ahead of the A3 term loan maturing in
September 2015 and of the Notes maturing in 2018.
To date, PJG has secured the requisite consent of its lenders to allow
the extension of the A1 term and RCF loans and has achieved majority
support from A1 and RCF lenders willing to extend their loans. However,
in order to implement these amendments and extensions, PJG is seeking
the support of the A1 and RCF lenders representing a total of at least
90 percent of the commitments thereunder willing to extend their loans.
As a result, discussions with its lenders are ongoing.
The purpose of the Consent Solicitation is to obtain the requisite
consents to implement amendments to the Notes documentation such that
PJG would have the option, if needed, to request the appointment of a mandataire
ad hoc on or prior to December 31, 2012 for purposes of assisting
PJG in its negotiation with its lenders as described above without
triggering an Event of Default under the Notes documentation. The
consent of not less than a majority in aggregate principal amount of the
outstanding amount of the Notes is required to implement the amendments.
PJG confirms that it has to date not yet decided whether or not to seek
the appointment of a mandataire ad hoc and, has not taken any
steps to appoint a mandataire ad hoc and remains in full
compliance under its debt documentation.
Details of the Consent Solicitation
The Consent Solicitation will expire at 17:00 London Time, on September
14, 2012 unless extended by PJG. PJG is offering to pay a consent
payment of ?2.50 for each ?1,000 principal amount of Notes to consenting
Noteholders subject to the conditions described in the Consent
Solicitation Statement dated September 4, 2012.
PJG has retained Morgan Stanley as solicitation agent for the Consent
Solicitation. Questions concerning the terms of the Consent Solicitation
should be directed to Morgan Stanley (Attention: Conor T. Daly,
+44(0)207 677 7904, email@example.com).
PJG has also retained Lucid Issuer Services to serve as its Tabulation
Agent for the Consent Solicitation. Copies of the Consent Solicitation
Statement can be obtained from Lucid (Attention: Yves Theis/Thomas
Choquet, +44(0)207 704 0880, firstname.lastname@example.org).
About PagesJaunes Groupe
PagesJaunes Groupe is the leader in France in local advertising and
information, generating ?1.1 billion in consolidated revenues in 2011.
PagesJaunes Groupe's services can be accessed in particular through
fixed and mobile Internet, printed directories (the PagesJaunes and
PagesBlanches directories), directory enquiry services by telephone and
SMS (118008). PagesJaunes Groupe's fixed and mobile Internet sites,
primarily pagesjaunes.fr, mobile.pagesjaunes.fr, mappy.com and
annoncesjaunes.fr, are visited by more than one Internet user in two in
France each month.
PagesJaunes Groupe has a sales force of more than 2,200 sales advisers
in France and Spain and provides a comprehensive range of advertising
products for its local and national advertising customers. With ?575
million in Internet revenues in 2011, representing over 52% of its
consolidated revenues, PagesJaunes Groupe is the largest European
operator in terms of Internet advertising revenues.
PagesJaunes Groupe is listed on NYSE Euronext Paris (PAJ). Information
on PagesJaunes Groupe is available at www.pagesjaunesgroupe.com.
Penalva, +33 1 46 23 35 31
Thillou, +33 1 46 23 37 56
Cardarelli, +33 1 46 23 40 92
© Business Wire 2012