PRACTICAL GUIDE TO CREDITOR ACCESSION CONFIRMATIONS AND ACCESSION LETTERS
All the terms used below are as defined in the public announcements issued by Steinhoff International Holdings N.V. on 6 June and 12 June 2018 (the “Original Support Letter Announcements” and 27 June 2018 (the “Amendment Announcement”), attached for ease of reference (the “Support Letter Announcements”), unless otherwise defined herein.
As noted in the Original Support Letter Announcements, letters of support for Steinhoff Europe AG (“SEAG”) and Steinhoff Finance Holding GmbH (“Holding”) came into effect on 7 June 2018. For the purposes of this announcement, the letter of support for SEAG shall be referred to as the “Original SEAG Support Letter” and the letter of support for Holding shall be referred to as the “Original Holding Support Letter” (where the Original SEAG Support Letter and the Original Holding Support Letter shall be collectively referred to as the “Original Support Letters”).
Brief details of the terms of the Original Support Letters are included in the Original Support Letter Announcements. As further noted in the Amendment Announcement, SEAG and Holding now seek the support of their respective creditors to amend (i) the terms of the Original SEAG Support Letter by way of the amendment letter set out below (the “Amended SEAG Support Letter”) and (ii) the terms of the Original Holding Support Letter by way of the amendment letter set out below (the “Amended Holding Support Letter”), where the Amended SEAG Support Letter and the Amended Holding Support Letter shall be collectively referred to as the “Amended Support Letters”).
The Amended Support Letters primarily extend the original support period under the Original Support Letters from 30 June 2018 to 20 July 2018 in order to facilitate the negotiation and entry into a lock-up agreement by creditors with respect to a plan for the financial restructuring of SEAG, Holding and SIHNV and certain of their subsidiaries. The Amended Support Letters also provide for a limited number of other amendments to the Original Support Letters as have been set out in further detail in the Support Letter Announcements.
*IMPORTANT FOR CREDITORS WHO ACCEDED TO THE ORIGINAL SUPPORT LETTERS*
THE AMENDED SUPPORT LETTERS REQUIRE THAT CREDITORS THAT SIGNED AN ACCESSION LETTER TO BECOME A PARTY TO THE ORIGINAL SUPPORT LETTERS (THE “ACCESSION LETTER”) ARE NOW REQUIRED TO SIGN AN ACCESSION CONFIRMATION TO CONFIRM THAT THEY AGREE TO THE AMENDMENTS AS SET OUT IN THE AMENDMENT LETTERS TO THE ORIGINAL SUPPORT LETTERS (THE “ACCESSION CONFIRMATION”). PRO FORMA VERSIONS OF THE ACCESSION CONFIRMATIONS FOR SEAG AND HOLDING ARE ATTACHED BELOW. THE INSTRUCTIONS FOR SIGNING AND PROVIDING THE ACCESSION CONFIRMATIONS ARE CONTAINED AT PARAGRAPHS 1 AND 2 BELOW.
OTHER CREDITORS OF SEAG AND HOLDING WHO ARE NOT A PARTY TO THE ORIGINAL SUPPORT LETTERS MAY STILL ENTER INTO THE ORIGINAL SUPPORT LETTERS (AS AMENDED) BY ACCEDING TO THE ORIGINAL SUPPORT LETTERS AND SIGNING AN ACCESSION CONFIRMATION IN LINE WITH THE INSTRUCTIONS SET OUT AT PARAGRAPHS 3 AND 4 BELOW.
1. SEAG Accession Confirmation
This is to be completed if you have already signed an Accession Letter to the Original SEAG Support Letter and you continue to hold debt instruments issued by SEAG.
To complete the Accession Confirmation to the Amended SEAG Support Letter (the “SEAG Accession Confirmation”), you will need to either:
1. confirm that: (i) the financial instrument and the facilities that you hold and (ii) the principal amount that you hold (in EUR), are as detailed in your Accession Letter;
or
2. indicate how: (i) the financial instrument and the facilities that you hold and (ii) the principal amount that you hold (in EUR), have changed since the date of your Accession Letter.
Please note that creditors must provide a signed SEAG Accession Confirmation to the Company as soon as possible and, in any event, by no later than 10am (Vienna Time) on Friday, 29 June 2018. Any creditors which have not signed and delivered a SEAG Accession Confirmation to the Company and are not party to the Amended SEAG Support Letter by 10am (Vienna time) by Friday, 29 June 2018, will not be entitled to receive any consent fee payable in respect of the financial instruments issued by SEAG (the “July Consent Fee”) pursuant to the terms of the Amended SEAG Support Letter.
If you are a SEAG creditor and have any queries or require assistance in completing the SEAG Accession Confirmation, please contact:
- (public side creditors, i.e. anyone who has not signed a Non-Disclosure Agreement) Niccolò Mosci (Mosci@pjtpartners.com) of PJT Partners and Ed Richardson (Edward.Richardson@lw.com) of Latham & Watkins LLP; or
- (private side creditors, i.e. anyone who has already signed a Non-Disclosure Agreement) Matt Pearce (Matt.Pearce@fticonsulting.com) of FTI Consulting and Philip Wells (philip.wells@allenovery.com) and Andrew Wells (Andrew.Wells@AllenOvery.com) of Allen & Overy LLP.
Once you have duly completed and signed the SEAG Accession Confirmation please send a copy of this to the relevant adviser with whom you have consulted above and then copy it to: project.orange@linklaters.com of Linklaters LLP and Michael Egan (michaele@steinhoff.co.za) of Steinhoff.
2. Holding Accession Confirmation
This is to be completed if you have already signed an Accession Letter to the Original Holding Support Letter and continue to hold debt instruments issued by Holding.
To complete the Accession Confirmation to the Amended Holding Support Letter (the “Holding Accession Confirmation”), you will need to either:
1. confirm that your nominal claim has not changed since you signed the Holding Accession Letter; or
2. indicate that your nominal claim has changed since the date of your Holding Accession Letter and inform the relevant adviser of the series and amount of convertible debt instruments (the “Convertible Bonds”) which you continue to hold issued by Holding in accordance with the terms of the Holding Accession Confirmation. By countersigning a copy of the Holding Accession Confirmation, you shall irrevocably authorise and instruct the relevant adviser to disclose the holdings of all holders of the Convertible Bonds on an aggregated basis to the Company. Note that no breakdown of holdings of individual Convertible Bond holders will be disclosed.
Please note that creditors must provide a signed Holding Accession Confirmation to the Company as soon as possible and, in any event, by no later than 10am (Vienna Time) on Friday, 29 June 2018. Any creditors which have not signed and delivered a Holding Accession Confirmation to the Company and are not party to the Amended Holding Support Letter by 10am (Vienna time) by Friday, 29 June 2018, will not be entitled to receive any consent fee (the “July Consent Fee”) payable in respect of the Convertible Bonds pursuant to the terms of the Amended Holding Support Letter.
If you are a Holding creditor and have any queries or require assistance in completing the Holding Accession Confirmation, please contact: Sean Lacey (sean.lacey@kirkland.com), Ben Ward (ben.ward@kirkland.com) and Jack Davies (jack.davies@kirkland.com) at Kirkland & Ellis International LLP and Julian Kayser (JKayser@HL.com) and Michael Schober (MSchober@HL.com) of Houlihan Lokey EMEA, LLP.
Once you have duly completed and signed the Holding Accession Confirmation, please send a copy of this to Sean Lacey (sean.lacey@kirkland.com), Ben Ward (ben.ward@kirkland.com) and Jack Davies (jack.davies@kirkland.com) at Kirkland & Ellis International LLP as soon as possible prior to 10am (Vienna Time) on Friday, 29 June 2018. Kirkland & Ellis International LLP will provide copies to Holding.
THE INSTRUCTIONS IN PARAGRAPHS 3 AND 4 APPLY TO ANYONE WHO HAS NOT SIGNED EITHER THE ORIGINAL SUPPORT LETTERS, AN ACCESSION DOCUMENT OR AN ACCESSION CONFIRMATION (I.E. A CREDITOR WHO IS NEW TO THESE ARRANGEMENTS).
3. SEAG Accession Letter AND SEAG Accession Confirmation
Both an accession letter to the Original SEAG Support Letter (a “SEAG Accession Letter”) and an accession confirmation to the Amended SEAG Support Letter (a “SEAG Accession Confirmation”) will need to be completed if you hold debt instruments issued by SEAG and did not accede to the Original SEAG Support Letter. A pro forma SEAG Accession Letter and SEAG Accession Confirmation is attached below. To complete the SEAG Accession Letter, you will need to identify: (i) the financial instrument and the facilities that you hold, (ii) the principal amount that you hold (in EUR), and (iii) multiply 3.007% by your nominal principal amount to arrive at the maximum subordinated claim figure and will need to re-confirm such information for the purposes of the SEAG Accession Confirmation.
Please note that creditors who have not signed the Original SEAG Support Letter must provide a signed SEAG Accession Letter AND signed SEAG Accession Confirmation to the Company as soon as possible and, in any event, by no later than 10am (Vienna Time) on Friday, 29 June 2018. Any creditors which have not signed and delivered a signed SEAG Accession Letter AND signed SEAG Accession Confirmation to the Company and are not party to the Amended SEAG Support Letter by 10am (Vienna time) by Friday, 29 June 2018, will not be entitled to receive any consent fee payable in respect of the financial instruments issued by SEAG (the “July Consent Fee”) pursuant to the terms of the Amended SEAG Support Letter.
If you are a SEAG creditor and have any queries or require assistance in completing the SEAG Accession Letter, please contact:
- (public side creditors, i.e. anyone who has not signed a Non-Disclosure Agreement) Niccolò Mosci (Mosci@pjtpartners.com) of PJT Partners and Ed Richardson (Edward.Richardson@lw.com) of Latham & Watkins LLP; or
- (private side creditors, i.e. anyone who has already signed a Non-Disclosure Agreement) Matt Pearce (Matt.Pearce@fticonsulting.com) of FTI Consulting and Philip Wells (philip.wells@allenovery.com) and Andrew Wells (Andrew.Wells@AllenOvery.com) of Allen & Overy LLP.
Once you have duly completed and signed the SEAG Accession Letter and SEAG Accession Confirmation, please send a copy of these to the relevant adviser with whom you have consulted above and then copy it to: Project_Orange_Support_Letter@linklaters.com of Linklaters LLP and Michael Egan (michaele@steinhoff.co.za) of Steinhoff.
For the avoidance of doubt, the deadline to receive the Consent Fee (as defined in the Original SEAG Support Letter), has expired, but the July Consent Fee (as defined above and detailed further in the Amended SEAG Support Letter) is still available to those SEAG creditors whom have acceded to the Original SEAG Support Letter and Amended SEAG Support Letter in line with the approach outlined above before 10am (Vienna time) on Friday, 29 June 2018.
4. Holding Accession Letter AND Holding Accession Confirmation
Both an accession letter to the Original Holding Support Letter (a “Holding Accession Letter”) and an accession confirmation to the Amended Holding Support Letter (a “Holding Accession Confirmation”) will need to be completed if you hold debt instruments issued by Holding and did not accede to the Original Holding Support Letter.
A pro forma Holding Accession Letter and Holding Accession Confirmation is attached below. To complete the Holding Accession Letter, you will need to identify: (i) the financial instrument and the facilities that you hold and (ii) the principal amount that you hold (in EUR).
Please note that creditors who have not signed the Original Holding Support Letter must provide a signed Holding Accession Letter AND signed Holding Accession Confirmation to the Company as soon as possible and, in any event, by no later than 10am (Vienna Time) on Friday, 29 June 2018. Any creditors which have not signed and delivered a signed Holding Accession Letter AND signed Holding Accession Confirmation to the Company and are not party to the Amended Holding Support Letter by 10am (Vienna time) by Friday, 29 June 2018, will not be entitled to receive any consent fee payable in respect of the financial instruments issued by Holding (the “July Consent Fee”) pursuant to the terms of the Amended Holding Support Letter.
If you are a Holding creditor and have any queries or require assistance in completing the Holding Accession Letter, please contact: Sean Lacey (sean.lacey@kirkland.com), Ben Ward (ben.ward@kirkland.com) and Jack Davies (jack.davies@kirkland.com) at Kirkland & Ellis International LLP and Julian Kayser (JKayser@HL.com) and Michael Schober (MSchober@HL.com) of Houlihan Lokey EMEA, LLP.
Once you have duly completed and signed the Holding Accession Letter, please send a copy of this to Sean Lacey (sean.lacey@kirkland.com), Ben Ward (ben.ward@kirkland.com) and Jack Davies (jack.davies@kirkland.com) at Kirkland & Ellis International LLP as soon as possible and, in any event prior to 10am (Vienna Time) on Friday, 29 June 2018. Kirkland & Ellis International LLP will provide copies to Holding.
For the avoidance of doubt, the deadline to receive the Consent Fee (as defined in the Original Holding Support Letter) has expired, but the July Consent Fee (as defined above and detailed further in the Amended Holding Support Letter) is still available to those Holding creditors whom have acceded to the Original Holding Support Letter and Amended Holding Support Letter in line with the approach outlined above before 10am (Vienna time) on Friday, 29 June 2018.
Linklaters LLP will arrange for SEAG or Holding to countersign as appropriate and will return a copy of your fully signed SEAG Accession Confirmation, Holding Accession Confirmation, SEAG Accession Letter and Holding Accession Letter (as applicable) to your relevant adviser.
The Steinhoff Group will also keep a record of the SEAG creditors and Holding creditors who have returned a signed copy of the SEAG Accession Confirmation, Holding Accession Confirmation, SEAG Accession Letter or Holding Accession Letter (as applicable) and their likely maximum subordinated amount based on the consent levels as creditors accede to the support letters.