Initial List Published
Initial List
Submission of Potential Deliverable Obligations and Challenges
8/30/2024 10:35am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 30 August 2024
The EMEA DC met on 29 August 2024 and 30 August 2024 to discuss settlement with respect to Atos SE. The DC agreed to publish the Initial List of Deliverable Obligations for the purposes of the Auction.
The EMEA DC included the EUR 900,000,000 revolving facility agreement originally dated November 2014 (the RCF ) on the Initial List. The EMEA DC concluded that the RCF was a Deliverable Obligation for a variety of reasons, including receipt of confirmation from the Atos group that the RCF was currently fully drawn with the Reference Entity as sole borrower.
The EMEA DC also noted the half-year financial report published by the Reference Entity https://atos.net/wp-content/uploads/2024/08/atos-half-year-2024-financial-report.pdf . Page 22 of the report notes that the EUR 1,500,000,000 French law term loan A expired on 29 July 2024 as the extension request which would have extended the maturity to January 2025 “shall be considered as being without effect because of the opening of the accelerated safeguard procedure on July 23, 2024”. This is different to the maturity date expressed in the 24 July market update from the Reference Entity. As such the maturity date of the term loan A has been updated to July 2024 in the Initial List.
Therefore, the Initial List includes the RCF and the term loan. The EMEA DC is separately working on preparing a set of Auction Settlement Terms for the Auction and will publish a draft in due course. Note that the form of Participating Bidder Letters and Customer Physical Settlement Requests (e.g. see the Auction Settlement Terms in respect of Casino) includes a representation that participants are not subject to any requirement that would make it impossible or illegal to deliver or accept delivery of any of the Deliverable Obligations, or otherwise will procure a designee for whom such delivery is not subject to such impossibility or illegality. Note the identity of the designee is also subject to consent requirements from (i) the relevant Participating Bidder receiving the Customer Physical Settlement Request or (ii) in respect of a Participating Bidder Letter, from the Participating Bidder with whom such Participating Bidder is matched with under a RAST.
Pursuant to Section 3.3(f) of the DC Rules, the EMEA DC also agreed to amend the Challenge Deadline in relation to the inclusion or absence of an obligation on the Initial List to 5pm London time on Wednesday 4 September 2024 .
To the extent that Eligible Market Participants wish to challenge the inclusion or absence of an obligation, they should do so before this deadline, and in accordance with the procedures described in the document on Submission of Potential Deliverable Obligations and Challenges.
8/30/2024 10:35am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 28 August 2024
The EMEA DC met today to continue discussions in relation to finalising the Initial List. The EMEA DC agreed to meet again on Thursday 29 August 2024 to continue such discussions.
Separately the EMEA DC notes that certain documentation relating to the EUR 50,000,000 NEU MTN due 17 April 2026 (the NEU MTN ) has been published on the website of the Reference Entity (https://atos.net/en/investors ). The EMEA DC has not received a request to include the NEU MTN on the Initial List.
8/28/2024 02:15pm EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 27 August 2024
The EMEA DC met today to consider the obligations to be included on the Initial List in respect of Atos SE. The EMEA DC has had a request to include the EUR 900,000,000 revolving facility agreement originally dated November 2014 (the RCF ) on the Initial List. The EMEA DC notes that a completed copy of the Guarantee (as defined in the RCF) has been published on the website of the Reference Entity (https://atos.net/en/investors ) and is reviewing it.
The EMEA DC will meet again on 28 August to further consider the Initial List and whether to include the RCF on the Initial List.
8/27/2024 11:35am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 21 August 2024
The EMEA DC met on 20 August 2024 to discuss settlement with respect to Atos SE.
As noted in the meeting statement of 16 August 2024, the EMEA DC did not include the EUR 900,000,000 revolving facility agreement originally dated November 2014 (the RCF ) on the Preliminary List. The EMEA DC has received a request to include the RCF on the Initial List. However the EMEA DC is not in possession of all of the relevant DO Documentation in relation to the RCF. In particular, the EMEA DC does not have a completed copy of the Guarantee (as defined in the RCF).
The EMEA DC notes that the form of guarantee is set out in Schedule 5 to the form of the RCF published by the Reference Entity, but that the form does not include the amount of the cap on the liability of Atos SE under the Guarantee or the date of expiry of the term of the Guarantee. Both points are placeholders only in the form of Guarantee and may be relevant when determining whether or not the Guarantee will constitute a Qualifying Guarantee for the purposes of the 2014 Definitions. The Guarantee may be relevant in respect of amounts presently borrowed directly by the Reference Entity as the RCF is a revolving facility and amounts may be repaid and reborrowed by different entities under the terms of the RCF. In this regard, the EMEA DC notes that the RCF includes drawstop mechanics at clause 4.2 of the RCF linked to the occurrence of a continuing Default or an Event of Default (depending on the nature of the utilisation) – however, under the terms of the RCF an Event of Default and a Default is continuing until remedied
The EMEA DC notes that it has not received a copy of the EUR 50,000,000 NEU MTN due 17 April 2026, issued pursuant to the EUR 600,000,000 Negotiable European Medium-Term Note program admitted to clearing under number ISIN: FR0125601643 and this is also not on the Preliminary List.
To the extent that Eligible Market Participants wish to submit relevant DO Documentation in respect of the RCF, or any other additional obligations, they should do so before the relevant cut-off, and in accordance with the procedures described in the document on Submission of Potential Deliverable Obligations and Challenges.
In order to provide time for Eligible Market Participants to review and action the points set out above, pursuant to Section 3.3(f) of the DC Rules, the EMEA DC also agreed to (i) further amend the deadline for submission of additional obligations for consideration by the EMEA DC for inclusion on the Initial List of potential Deliverable Obligations to 5pm London time on Monday 26 August 2024 and (ii) amend the deadline for publication by the EMEA DC of the Initial List to 5pm London time on Friday 30 August 2024.
Submission of Potential Deliverable Obligations and Challenges
8/21/2024 04:35am EDT
Preliminary List Published
Preliminary List
Submission of Potential Deliverable Obligations and Challenges
8/16/2024 07:00am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 16 August 2024
The EMEA DC met on 14 August 2024 to discuss settlement with respect to Atos SE. The EMEA DC agreed to hold an Auction and to publish the Preliminary List of Deliverable Obligations for the purposes of the Auction.
Pursuant to Section 3.3(f) of the DC Rules, the EMEA DC also agreed to amend the deadline for submission of additional obligations for consideration by the EMEA DC for inclusion on the Initial List of potential Deliverable Obligations to 5pm on Wednesday 21 August 2024 .
To the extent that Eligible Market Participants wish to submit additional obligations, they should do so before this deadline, and in accordance with the procedures described in the document on Submission of Potential Deliverable Obligations and Challenges.
The EMEA DC has requested further information in relation to the EUR 900,000,000 revolving facility agreement originally dated November 2014 (the RCF ), and the RCF has not been included on the Preliminary List.
The EMEA DC has determined that the EUR 500,000,000 zero per cent. exchangeable bonds issued by Atos SE due November 2024 (admitted to clearing under ISIN: FR0013457942) are not Deliverable Obligations and so has not included such bonds on the Preliminary List (as the issuer has the right to satisfy such bonds at maturity by delivery of shares).
8/16/2024 07:00am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 9 August 2024
The EMEA DC met on 8 August 2024 to discuss settlement with respect to Atos SE.
The EMEA DC is continuing to review and consider the obligations provided so far for the purposes of compiling the Preliminary List and intends to meet again next week.
In relation to the EUR 900,000,000 revolving facility agreement originally dated November 2014 (the RCF ), copies of which have been published on the investor page on the Atos website (https://atos.net/en/investors ), the EMEA DC notes that the following relevant information has not been provided:
1. whether the RCF is currently fully drawn;
2. the details of the outstanding loans – in particular, the maturity dates and the currency of the existing loans and whether such loans were borrowed by the Reference Entity or another entity; and
3. in relation to amounts drawn by a borrower other than Atos SE, copies of the guarantee(s) provided by Atos SE in relation to such drawings.
As noted in the Meeting Statement of 6 August 2024, if any Eligible Market Participant (i) wishes to submit other obligations as provided for in the DC Rules, or (ii) is aware of a public copy of the Lock-up Agreement (in particular the provisions of such Lock-up Agreement addressing the ability of participants to such Lock-up Agreement to transfer locked up debt in accordance with the terms of such Lock-up Agreement), please contact the DC Secretary.
DC Secretary’s contact details
Note : The guarantee referred to at 3 above is relevant to the RCF if (i) amounts are presently drawn by a borrower other than Atos SE, or (ii) amounts could in future be borrowed by a borrower other than Atos SE.
8/09/2024 05:35am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 6 August 2024
The EMEA DC met on 6 August 2024 to discuss settlement with respect to Atos SE and will meet again on Thursday 8 August to continue those discussions.
The EMEA DC notes that in addition to the instruments referenced in its 2 August Meeting Statement, documentation has now been published and is available on the investor page on the Atos website (https://atos.net/en/investors ) in relation to the following instruments:
- EUR 900,000,000 revolving facility agreement originally dated November 2014
- EUR 1,500,000,000 Term Loan A dated July 2022
- EUR 500,000,000 of zero per cent. exchangeable bonds due November 2024 (admitted to clearing under ISIN: FR0013457942)
The EMEA DC is now also reviewing such instruments for the purpose of compiling the Preliminary List. If any Eligible Market Participant wishes to submit other obligations as provided for in the DC Rules please contact the DC Secretary.
Separately, the EMEA DC also notes that Atos SE has previously announced that a Lock-up Agreement is in place with creditors and the EMEA DC may need to consider the presence of such Lock-up Agreement when finalising the Auction Settlement Terms. If any Eligible Market Participant is aware of a public copy of the Lock-up Agreement (in particular the provisions of such Lock-up Agreement addressing the ability of participants to such Lock-up Agreement to transfer locked up debt in accordance with the terms of such Lock-up Agreement), please contact the DC Secretary.
DC Secretary’s contact details
8/06/2024 03:15pm EDT
Ongoing
DC Decision
Meeting Statement – 2 August 2024
The EMEA DC met on 1 August 2024 to discuss settlement of 2014 Transactions referencing Atos SE (the Reference Entity ). The EMEA DC notes that the Relevant Transaction 300/5 Criteria are satisfied, and an Auction will therefore be held in respect of such transactions.
The EMEA DC has commenced work preparing for the Auction including reviewing the following obligations of the Reference Entity for the purpose of compiling the Preliminary List:
- the €750,000,000 bonds due May 2025 (ISIN: FR0013378452);
- the €350,000,000 bonds due November 2028 (ISIN: FR0013378460); and
- the €800,000,000 sustainability-linked bonds due November 2029 (ISIN: FR0014006G24).
If any Eligible Market Participant wishes to submit other obligations as provided for in the DC Rules please contact the DC Secretary.
DC Secretary’s contact details
8/02/2024 05:40am EDT
Ongoing
DC Decision
EMEA DC Meeting Statement – 30 July 2024
The EMEA DC met on 26 July 2024 and 30 July 2024 to discuss the DC Question in relation to Atos SE.
On 24 July 2024, Atos SE announced that the Commercial Court of Nanterre in France had opened accelerated safeguard proceedings to enable Atos SE to implement its financial restructuring plan in accordance with its lock-up agreement (such announcement, the Announcement ). Filings with the Commercial Court of Nanterre (available here: https://www.infogreffe.fr/entreprise/atos-se/323623603/b7ffa5db-9d90-4e0b-b5a2-fa41da59c908 ) evidence that the judgment opening the accelerated safeguard proceedings was given by the court on 23 July 2024, and such judgment notes that the request to open accelerated safeguard proceedings was made by Atos SE on 18 July 2024.
The EMEA DC has previously considered safeguard proceedings in respect of (i) Rallye SA and concluded that such proceedings constituted a Credit Event pursuant to Section 4.2(d) of the 2014 Definitions; and (ii) Thomson SA which was also a Bankruptcy Credit Event. The EMEA DC also considered safeguard proceedings as a point of comparison in relation to Abengoa S.A., Thomas Cook Group plc and Matalan Finance plc.
The key features of a safeguard proceeding that the EMEA DC had previously focused on included significant restrictions on creditors’ rights, in the form of a freeze on debt payment, on the acceleration of debt and on the enforcement of security, together with specific creditor filing requirements (creditors of the debtor must file a proof of claim for all unpaid claims as at the date of opening of the safeguard proceedings, and filing generally must be made within two months of the date of the court order opening the safeguard proceedings). Safeguard proceedings are universal in their application as opposed to applying to certain identified creditor groups.
An accelerated safeguard proceeding also entails such restrictions on the impacted creditors in terms of stays on enforcement, freeze on debt payment and on acceleration of debt and specific creditor filing requirements. However, an accelerated safeguard is not universal in nature – in this case the impacted creditors are set out in Schedule 1 to the Announcement. In relation to Atos SE, the EMEA DC noted that whilst the process is not universal, the impacted creditors included all of the financial creditors referenced in the Announcement, a material amount of liabilities are in scope and accelerated safeguard results in broad relief (including a stay on any right to require repayment and on acceleration as well as a stay on any enforcement of security). Given the significant restrictions on creditors’ rights and the scope of the affected creditors, the EMEA DC concluded that in this case the opening of the accelerated safeguard proceedings constituted ”similar relief” for the purposes of Section 4.2(d) of the 2014 Definitions and determined that a Bankruptcy Credit Event had occurred.
The EMEA DC determined that the Credit Event occurred on 18 July 2024, being the date on which the Reference Entity requested the opening of the accelerated safeguard proceedings.
The EMEA DC will meet again in the coming days to discuss how to proceed in relation to settlement of 2014 Transactions referencing Atos SE.
7/30/2024 10:15am EDT
Ongoing
EMEA DC Meeting Statement – 26 July 2024
The EMEA DC met today to commence discussions in relation to the DC Question. The EMEA DC will publish an update in due course.
7/26/2024 09:55am EDT
Request Accepted by DC
7/24/2024 01:00pm EDT
Pending DC Consent
7/24/2024 06:35am EDT
