Jeantet advises Figeac Aéro in connection with its financial restructuring
Paris, April 6, 2022 – Jeantet advises Figeac Aéro (listed on the regulated market of Euronext Paris, compartment B), a reference partner of major aeronautical corporations, in its financial restructuring.
As part of this financial restructuring conducted under the aegis of the French Government’s Interministerial Committee on Industrial Restructuring (CIRI), an agreement was reached between Figeac Aéro and a group of holders of ORNANEs (bonds redeemable in cash and shares) concerning the change in the terms of the outstanding ORNANEs (representing an amount of approximately 88.3 million euros), which were initially due to mature in October 2022. Under this agreement, these holders have undertaken (i) to guarantee the success of the partial repurchase of the ORNANEs set up by Figeac Aéro for a total par value of 20 million euros, and (ii) to vote in favor of the changes to the terms of the ORNANEs (including the extension of their maturity to October 2028, an increase in the conversion ratio and an increase in the coupon rate) which will be put to the vote of the general meeting of the ORNANE holders.
Figeac Aéro has also been working in parallel with its bank creditors to adapt its balance sheet structure. These discussions led to an agreement on a new repayment pattern of the bank loans and on the future implementation of new financing (in particular new EMPs for a total amount of 66 million euros), both of which are adapted to the gradual and foreseeable recovery of Figeac Aéro’s business.
Pursuant to this financial restructuring, Tikehau Ace Capital has also undertaken (i) to subscribe to a reserved capital increase of between 53.5 and 58.5 million euros, and (ii) to acquire Figeac Aéro shares from Mr. Jean-Claude Maillard, CEO and majority shareholder of Figeac Aéro, in an amount of between 4.5 and 9.5 million euros. The final details of this investment will depend on the evolution of the Group’s cash position in the coming weeks. Following these transactions, Tikehau Ace Capital will hold around 27% of the share capital of Figeac Aéro. In addition to its capital investment, Tikehau Ace Capital has undertaken to subscribe to bonds to be issued by Figeac Aéro in the amount of 10 million euros.
These transactions are interrelated and are conditional upon, among other things (i) the approval by the French Financial Markets Authority (Autorité des marchés financiers) of a prospectus in the context of the capital increase to be carried out in favor of Tikehau Ace Capital, (ii) a finding by the Autorité des marchés financiers that there are no grounds to file a mandatory public offer for the Figeac Aéro shares following Tikehau Ace Capital’s joint venture with Mr. Jean-Claude Maillard, and (iii) a favorable vote by Figeac Aéro’s shareholders at a general meeting to be held no later than May 31, 2022.
This financial restructuring should provide Figeac Aéro with the financial means required for its redeployment and allow it to meet its modified financial commitments in the short and medium term.
Jeantet (Figeac Aéro’s legal counsel): Cyril Deniaud (Partner), Benjamin Cohu (Associate) and Fanny Alexanian (Associate) advised on Stock Exchange law aspects (including the renegotiation of the terms of the ORNANEs), Bertrand Biette (Partner), Laid Estelle Laurent (Partner) and Camille Chip (Associate) advised on Restructuring aspects, Christophe Jacomin (Partner), Delphine Baudouin (Counsel), Lobna Issaïden (Associate) and Chloé Moriceau (Associate) advised on the bank financing aspects.
McDermott Will & Emery acted as legal counsel to Figeac Aéro and Mr. Jean-Claude Maillard as part of the negotiations with Tikehau Ace Capital. Gibson Dunn acted as legal counsel to Tikehau Ace Capital. Goodwin acted as legal counsel to the banking partners. Eversheds Sutherland acted as legal counsel to ORNANE holders together representing a large majority of the bond issue. Jones Day acted as legal counsel to CIC Market Solutions, coordinator in the context of the renegotiation of the terms of the ORNANEs.