EMEA Restructuring: Casino's US$8.2bn accelerated safeguard deal
Casino heist
The largest restructuring completed in 2024 across Europe, the Middle East and Africa saw Jean-Charles Naouri finally cede control of French supermarket chain Casino to a consortium headed by Daniel Kretinsky, the company’s second-biggest shareholder after Naouri.
The Czech energy entrepreneur made the most of new French restructuring legislation to carry out a complex US$8.2bn deal via an accelerated safeguard, beating a rival takeover attempt by a trio of French investors led by telecoms specialist Xavier Niel and former Lazard banker Matthieu Pigasse.
The key moment came in July 2023 when Kretinsky’s consortium persuaded a major creditor, Attestor, to back its enhanced bid injecting €1.2bn of new money into the group. That meant it had sufficient control of enough classes of the debt to allow the deal to be passed by French courts.
Naouri had retained control of Casino over several decades through a string of holding companies, one of which, Rallye, had already restructured its debt before the pandemic. Each layer in the structure had leveraged up too, which put the group in a dangerous position when rates rose.
In 2023, operating problems emerged, and with €3bn of debt maturities looming over the next two years, the game looked to be up for Naouri. He initially tried a series of asset sales alongside an equity raise, but ultimately a more comprehensive debt restructuring was required to rebalance the group.
Before talks began, Kretinsky had built an 11.7% stake in Casino from which to launch his bid for control. He persuaded another major shareholder, Marc Ladreit de Lacharriere, to team up and eventually Attestor came on board as well.
The hedge fund had a significant position in Casino’s secured debt, which was the critical part of the stack that could decide which proposal to back. Attestor, unlike many other creditors, preferred Kretinsky’s more comprehensive restructuring plan involving a €4.9bn debt-for-equity swap.
The complex deal, which saw Casino and its holding companies, Rallye, Fonciere Euris, Finatis and Groupe Euris, all go through conciliation, required another nine months to complete the various court proceedings, which saw most creditor classes supporting the accelerated safeguard.
This was relatively quick. “The new law has a very strict timeline and means you can implement much faster restructurings as they are less prone to litigation slowing down the restructuring,” said Arnaud Joubert, partner and European co-head of restructuring at Rothschild & Co, which advised Casino.
The deal closed at the end of March. Kretinsky’s consortium ended up with 53.7% of the company after €4.9bn of debt was swapped for equity.
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