Update on the refinancing and Spin-off process

PRESS RELEASE

Technicolor: Update on the refinancing and Spin–off process

Paris (France), September 16, 2022 – Technicolor, (Euronext Paris: TCH; OTCQX: TCLRY) (the “Company”, and along with its subsidiaries, the “Group”) right now publicizes the finalization of its refinancing process, with the issuance of Mandatory Convertible Notes convertible into new shares of the Company (“MCN”), and the closing of two distinct financing packages, reflecting the upcoming spin-off of Technicolor Creative Studios (“TCS”) from the remainder of the Group, which will probably be renamed Vantiva as from the day of the itemizing of Technicolor Creative Studios.

On September 15, 2022, the Company issued 115,384,615 MCN for a complete web quantity of €292,499,999.03. As a consequence, topic to the acknowledgment by the courtroom of the early completion of the monetary accelerated safeguard plan on September 22^nd, 2022, all the circumstances will probably be met to permit the Company to resolve to proceed to the distribution of the Technicolor Creative Studios shares and to acknowledge at the similar time the computerized conversion of the MCN. This conversion will lead to the problem of 115,384,615 new shares of the Company.

Additionally, the Group has finalized the closing of the financing packages for each Vantiva and Technicolor Creative Studios:

• For Vantiva, Barclays Bank and Angelo Gordon supplied a €375 million non-public debt facility. In parallel, Wells Fargo has prolonged the present $125 million Asset-Based Lending (“ABL”) facility for an extra 4 years beginning September 15^th, 2022;
• For Technicolor Creative Studios, the Group has finalized the closing of a brand new €624 million floating fee non-public First Lien Term Facility. This facility consists of two tranches: a €564 million tranche and a $60 million tranche. Maturity for each tranches will probably be 4 years. In addition, the Group finalized a €40 million Revolving Credit Facility with a maturity of three years.

Details of the two financing packages can be found in the appendix to the current press launch.

As a results of the aforementioned issuances, the Company has absolutely reimbursed its present debt, for a complete consideration of €1,171 million.

Indicative Timetable

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Legal Disclaimer

This press launch has been ready by Technicolor SA (“TSA”) in the context of the contemplated spin-off of Technicolor Creative Studios (“TCS” or the “Company”) on account of which TSA ex-TCS is to turn out to be Vantiva. This press launch is an commercial and doesn’t represent a prospectus underneath Regulation (EU) 2017/1129 of the European parliament and of the council of 14 June 2017 (the “Prospectus Regulation”).

The prospectus ready by TCS in reference to the admission of TCS shares to buying and selling on the regulated market of Euronext in Paris as a part of the distribution of 65% of TCS shares by TSA to its shareholders, permitted by the AMF on August 1, 2022 underneath quantity 22-331, is  accessible freed from cost and upon request at the firm’s registered workplace, 8-10 rue du Renard, 75004 Paris, France, or on the web sites of the AMF (https://www.amf-france.org), Technicolor (https://www.technicolor.com/fr/relations-investisseurs) and Technicolor Creative Studios (https://www.technicolorcreative.com/investors/). The approval of the prospectus by the AMF shouldn’t be understood as an endorsement of the TCS shares lined by the prospectus. Potential buyers in TCS are invited to seek the advice of the prospectus earlier than investing choice to be able to absolutely perceive the potential dangers and rewards related to the choice to put money into TCS shares. In specific, buyers’ consideration is drawn to the threat components referring to TCS described in Chapter 3 of the prospectus.
The distribution of this press launch and the distribution of the shares of the Company could also be restricted by regulation in sure jurisdictions and individuals into whose possession this doc or different data referred to herein comes ought to inform themselves about and observe any such restriction. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction. This press launch just isn’t a suggestion of securities or investments on the market nor a solicitation of a suggestion to purchase securities or investments in any jurisdiction the place such provide or solicitation can be illegal. No motion has been taken that may allow an providing of the securities or possession or distribution of this press launch in any jurisdiction the place motion for that objective is required. Persons into whose possession this press launch comes are required to tell themselves about and to watch any such restrictions.
The data contained on this announcement is for background functions solely and doesn’t purport to be full or full and no reliance could also be positioned by any individual for any objective on the data contained on this announcement or its accuracy, equity or completeness. Any buy or subscription of shares of the Company must be made solely on the foundation of the data contained in the prospectus referring to the admission of TCS shares on the regulated market Euronext Paris revealed on the web site of TSA and TCS.
France
In France, a public providing of securities might solely be performed on the foundation of a prospectus permitted by the AMF.
European Economic Area and United Kingdom
With respect to member states of the European Economic Area (“EEA”) aside from France (every, a “Member State”) and the United Kingdom (collectively, the “Concerned States”), no motion has been undertaken or will probably be undertaken to make a suggestion to the public of the shares of the Company requiring a publication of a prospectus in any Concerned State. As a outcome, this press launch might solely be distributed in Member States: a) to authorized entities that are certified buyers, as outlined in the Prospectus Regulation, for any investor in a Member State, or Regulation (EU) 2017/1129 as a part of nationwide regulation underneath the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom; b)to fewer than 150 pure or authorized individuals (aside from certified buyers as outlined by the Prospectus Regulation or the UK Prospectus Regulation, as the case could also be); or c) in circumstances falling inside Article 1(4) of the Prospectus Regulation or in the different case which doesn’t require the publication of a prospectus pursuant to the Prospectus Regulation, the UK Prospectus Regulation and/or relevant regulation in these Concerned States.
United Kingdom
This press launch doesn’t represent a suggestion of the Securities to the public in the United Kingdom. The distribution of this press launch just isn’t made, and has not been permitted, by an “authorised person” inside the that means of part 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press launch is directed solely at individuals who (i) are positioned exterior the United Kingdom, (ii) are funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or (iii) are excessive web value entities and different individuals to whom it could be lawfully communicated falling inside Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (all such individuals talked about in paragraphs (i), (ii) and (iii) collectively being known as “Relevant Persons”). The Securities will solely be accessible to Relevant Persons and any invitation, provide or settlement to subscribe, buy or purchase such Securities could also be addressed or engaged in solely with Relevant Persons. All individuals aside from Relevant Persons should abstain from utilizing or relying on this doc and all data contained therein. This press launch just isn’t a prospectus which has been permitted by the Financial Conduct Authority or some other United Kingdom regulatory authority for the functions of Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press launch doesn’t represent or kind part of any provide of Securities or solicitation to buy or subscribe for Securities in the United States. The Securities is probably not provided, subscribed or offered in the United States absent registration underneath the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities thereof. The shares of the Company haven’t been and is not going to be registered underneath the U.S. Securities Act and the Company doesn’t intend to make a public provide of its securities in the United States.
Canada, Australia and Japan
The Securities is probably not offered or offered in Canada, Australia and Japan.

Forward Looking Statements

This press launch accommodates sure statements that represent “forward-looking statements”, together with however not restricted to statements which can be predictions of or point out future occasions, traits, plans or goals, primarily based on sure assumptions or which don’t instantly relate to historic or present information. Such forward-looking statements are primarily based on administration’s present expectations and beliefs and are topic to a variety of dangers and uncertainties that might trigger precise outcomes to vary materially from the future outcomes expressed, forecasted, or implied by such forward-looking statements. For a extra full listing and description of such dangers and uncertainties, discuss with Technicolor’s filings with the French Autorité des marchés financiers. 2021 Universal Registration Document (Document d’enregistrement universel) has been filed with the French Autorité des marchés financiers (AMF) on April 5, 2022, underneath quantity D–22-0237 and an modification to the 2021 URD has been filed with the AMF on April 29, 2022, underneath quantity D-22-0237-A01.

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About Technicolor:        

www.technicolor.com

Technicolor shares are admitted to buying and selling on the regulated market of Euronext Paris (TCH) and are tradable in the type of American Depositary Receipts (ADR) in the United States on the OTCQX market (TCLRY).

Investor Relations

Alexandra Fichelson

[email protected]

Media

Catherine Kuttner

[email protected]

Nathalie Feld

[email protected]

APPENDIX

TECHNICOLOR CREATIVE STUDIOS – First Lien Term Facility & Revolving credit score facility

*“First Lien Net Leverage Ratio” means the consolidated web debt together with capital lease obligation and the adjusted EBITDA (outdated definition) from persevering with operations. “Adjusted EBITDA (old definition)” corresponds to the revenue (loss) from persevering with operations earlier than tax and web monetary earnings (expense), web of different earnings (expense), depreciation and amortization (together with affect of provision for dangers, litigation and warranties).

VANTIVA FINANCING PACKAGE

* « Total Net Leverage Ratio » means, on any date of willpower, the ratio between the consolidated web debt together with capital lease obligation and the consolidated EBITDA excluding affect of the IFRS 16 leases. “EBITDA” corresponds to the revenue (loss) from persevering with operations earlier than tax and web monetary earnings (expense), web of different earnings (expense), depreciation and amortization (together with affect of provision for dangers, litigation and warranties).

• 2022-09-15-update-refinancing-VUS