Safilo Group Confirms Execution of New €150 Million Financing Agreement

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PADUA, Italy—Safilo Group S.p.A. (Reuters SFLG.MI) confirmed yesterday a comprehensive refinancing plan announced on Sept. 26 this year, as VMAIL previously reported. The execution of a new financing agreement of €150 million includes a term loan facility of €75 million and a revolving credit facility of an equal amount, both of which mature on June 30, 2023, the company said, reporting that the financing is between Safilo S.p.A. and a pool of banks composed by Banca IMI S.p.A., BNP Paribas Italian Branch and Unicredit S.p.A. as arrangers, BNP Paribas Italian Branch, Intesa Sanpaolo S.p.A. and Unicredit S.p.A. as lenders, and Unicredit S.p.A. as agent bank.

The new credit agreement can be partially syndicated and increased up to a maximum amount of €200 million. Upon redemption at maturity of the €150 million equity linked bonds 2019, to which the proceeds of the capital increase are substantially devoted, the group will then continue to benefit from the support of its lending banks in order to pursue the growth and development targets set forth in Safilo’s business plan, approved by the company’s board of directors on Aug. 2 of this year, the announcement said.

In the framework of the capital increase in progress, the group has also requested and obtained from its lenders the extension of the maturity date of the current revolving credit facility of €150 million, from Nov. 30, 2018 to Jan. 31, 2019, as well as the waiver of the covenant tests as of June 2, 2018 and Dec. 31, 2018, conditional upon approval of the €150 million capital increase by the extraordinary shareholders meeting of the company which was held yesterday.

The extraordinary shareholders meeting, held in Milan, resolved to eliminate the indication of the par value of the company’s ordinary shares, currently equal to €5.00 each, and to increase the share capital up to a maximum amount of €150 million, including any share premium, through the issue of new ordinary shares without any indication of par value, with the same characteristics as those in circulation and paying regular dividends, to be offered in option to company shareholders, pursuant to Article 2441, paragraph one, two and three of the Italian Civil Code, in proportion to the number of shares held, at a unit price calculated taking into account, inter alia, market conditions in general and the trend of the company’s share price and volumes, expressed on the stock exchange, as well as the company’s economic, financial and capital performance and market practice for similar transactions.

Without prejudice to the above criteria, the issue price will be calculated by applying a discount to the so-called Theoretical Ex- Right Price (TERP) of existing shares, calculated using current methodology.

The extraordinary shareholders’ meeting has also granted the board of directors with the broadest powers to define the time frame for the execution of the share capital Increase resolution, in compliance with the deadline set by the shareholders’ meeting of Aug. 31, 2019, as well as to determine, in the run-up to launch of the offer: the final amount of the share capital Increase, within the limits of the maximum amount of €150 million; (ii) the issue price of the newly-issued shares and, therefore, the portion of issue price to be in case allocated to the share premium reserve; (iii) the maximum number of newly-issued shares and the ratio of assignment in option. Subject to corporate and regulatory approvals, the company intends to complete the transaction as soon as possible.

In 2017, Safilo recorded net revenues for €1.05 billion.