Solocal gets needed consents for PagesJaunes €350 million 8 7/8% notes

By Susanna Moon

Chicago, Feb. 27 - Solocal Group said it received the needed consents for PagesJaunes Finance & Co. SCA's €350 million 8 7/8% senior secured notes due 2018.

Solocal sought the consent of at least a majority of PagesJaunes noteholders to amend the documentation for its senior secured notes due 2018, according to a company press release.

The consent payment will be €2.50 for each €1,000 principal amount.

The solicitation ended at noon ET on Feb. 26. It began Feb. 14.

The consent solicitation will allow Solocal Group to begin any needed French creditor proceedings, including conciliation proceedings and debt refinancing through a sauvegarde financiere acceleree, according to a company press release on Feb. 13.

The needed consents allow Solocal to do the following, according to a press release on Feb. 27:

• Have the option to initiate a mandat ad hoc or a conciliation or a sauvegarde financiere acceleree in order to facilitate the implementation of its amend and extend request;

• Clarify that the subscription of Solocal shares through the capital increase of €361 million with preferential subscription rights for existing shareholders and the €79 million reserved capital increase by certain investors would not trigger a change of control under the notes; and

• Ensure that if Solocal is legally blocked from paying debt under its senior facilities as a result of the initiation of a sauvegarde financiere acceleree, this failure to pay would not cross-default to the notes as long as it is eventually waived as part of the sauvegarde financiere acceleree plan or otherwise cured by June 30.

Solicitation background

Solocal previously said it seeks to extend at least 90% of the A3, A5 and B3 debt facilities and plans to use the framework of a conciliation proceeding, which is a court-supervised consensual negotiation with lenders.

If, after the conciliation proceedings, the minimum consent threshold of 90% of lenders has not been reached but two-third of the lenders are in favor of the transaction, Solocal Group will seek to implement its debt refinancing through a sauvegarde financiere acceleree, the company said.

The sauvegarde financiere acceleree provides the group with the ability to implement the extension of its debt maturities binding 100% of the lenders within a very short timeframe, the previous release noted.

Lenders holding about 30% of the A3, A5 and B3 debt facilities had committed to vote in favor of the extension, the company previously noted.

Lucid Issuer Services (attn: Yves Theis/Thomas Choquet, +44 0 207 704 0880, solocal@lucid-is.com) is the tabulation agent.

Solocal Group, Pagesjaunes Groupe SA, is a Sevres, France-based company specialized in the publication and distribution of printed directories. Solocal Group became the new name of PagesJaunes Groupe on June 5, 2013.

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