Obligation Valloré 8.5% ( XS2352739184 ) en EUR

Société émettrice Valloré
Prix sur le marché refresh price now   100 %  ▲ 
Pays  France
Code ISIN  XS2352739184 ( en EUR )
Coupon 8.5% par an ( paiement semestriel )
Echéance 29/06/2026



Prospectus brochure de l'obligation Vallourec XS2352739184 en EUR 8.5%, échéance 29/06/2026


Montant Minimal /
Montant de l'émission /
Prochain Coupon 15/04/2026 ( Dans 121 jours )
Description détaillée Vallourec est un producteur mondial de tubes sans soudure en acier destinés à des applications dans l'énergie, l'industrie et les autres secteurs.

L'Obligation émise par Valloré ( France ) , en EUR, avec le code ISIN XS2352739184, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/06/2026










LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

1,023,359,036 8.50% Senior Notes due 2026

Vallourec, a société anonyme incorporated under the laws of France (the "Issuer" or "Vallourec"), issued
1,023,359,036 principal amount of its 8.50% Senior Notes due 2026 (the "Notes") on June 30, 2021 (the
"Issue Date") as part of the financial restructuring of the Issuer provided for in the Safeguard Plan (as defined
herein). The Notes were issued pursuant to an indenture dated June 1, 2021 (the "Indenture"), among, inter
alios, the Issuer and BNY Mellon Corporate Trustee Services Limited, as trustee (the "Trustee"), the form
of which is attached in Annex A to these listing particulars ("Listing Particulars").

The Notes bear an interest rate of 8.50% per annum, payable semi-annually in cash, in arrears on April 15
and October 15, commencing October 15, 2021. The Notes will mature on June 30, 2026. The Issuer may
redeem all or part of the Notes at any time on or after June 30, 2023 at a redemption price of 100% of the
principal amount, plus accrued and unpaid interest and additional amounts, if any. At any time prior to June
30, 2023, the Issuer may redeem all or part of the Notes at a redemption price of 100% of the principal
amount, plus accrued and unpaid interest and additional amounts, if any, plus a "make-whole" premium
described in Indenture. In addition, at any time prior to June 30, 2023, the Issuer may also redeem up to 40%
of the Notes with the net cash proceeds from certain equity offerings. Upon certain events constituting a
Change of Control (as defined in the Indenture), the Issuer may be required to make an offer to purchase the
Notes at a price equal to 101% of the principal amount thereof. In the event of certain developments affecting
taxation, the Issuer may redeem all, but not less than all, of the Notes.

These Listing Particulars constitute a prospectus for the purpose of Part IV of the Luxembourg Law of 16
July 2019 on Prospectuses for Securities. Application has been made to the Luxembourg Stock Exchange to
admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro
MTF Market operated by the Luxembourg Stock Exchange (the "Euro MTF Market").
Investing in the Notes involves a high degree of risk. Prospective investors should read the entire
Listing Particulars including, in particular, the information under "Risk Factors" beginning on page
10.
Issue price for the Notes: 100% of principal amount, plus accrued and unpaid interest, if any,
from the Issue Date
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States.
Accordingly, the Notes may not be offered, sold, pledged or otherwise transferred in the United States
of America in the absence of such registration or an applicable exemption therefrom. The Notes were
initially available only to (i) "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A
under the U.S. Securities Act ("Rule 144A") and institutional "accredited investors" as defined in Rule
501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D of the U.S. Securities Act ("IAIs"), in reliance
on an exemption from registration under the U.S. Securities Act and (ii) non-U.S. persons outside the
United States in compliance with Regulation S of the U.S. Securities Act ("Regulation S"). The Notes
are subject to certain restrictions on resale and transfer as described under "Notice to Investors."

The Notes were issued in registered form in minimum denominations of 1,000 and integral multiples of 1
in excess thereof. Delivery of the Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, S.A. ("Clearstream") was made on the Issue Date.

The date of these Listing Particulars is June 30, 2021.





CERTAIN DEFINITIONS
For the purpose of these Listing Particulars, the capitalized terms below shall have the following meaning:
"CEP"
means the practitioner in charge of supervising the implementation of the
Safeguard Plan appointed by the Commercial Court of Nanterre in its
judgement sanctioning the Safeguard Plan dated May 19, 2021, namely
SELARL FHB, acting through Maître Hélène Bourbouloux.
"Commercial Banks" means BNP Paribas, Natixis and Banque Fédérative du Crédit Mutuel.
"euro," ""
refers to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended.
"Existing Notes"
means the 250 million 4.125% OCEANE bonds due 2022 (ISIN:
FR0013285046), the 550 million 6.625% senior notes due 2022 (ISIN:
XS1700480160 / XS1700591313; Common Code: 170048016 /
170059131), the 400 million 6.375% senior notes due 2023 (ISIN:
XS1807435026 / XS1807435539; Common Code: 180743502 /
180743553), the 500 million 2.250% bonds due 2024 (ISIN:
FR0012188456) and the 55 million 4.125% bonds due 2027 (ISIN:
FR0011292457), each of which has been cancelled in full pursuant to the
Safeguard Plan.
"Existing RCFs"
means (a) the facility agreement governed by French law and entered into
on February 12, 2014, (b) the facility agreement governed by French law
and entered into on May 2, 2016, (c) the facility agreement governed by
French law and entered into on September 21, 2015 and (d) the facility
agreement governed by French law and entered into on June 25, 2015, each
of which has been cancelled in full pursuant to the Safeguard Plan.
"Group"
refers to the Issuer and its consolidated subsidiaries.
"Indenture"
refers to the indenture governing the Notes dated June 1, 2021 among the
Issuer, BNY Mellon Corporate Trustee Services Limited, as Trustee, The
Bank of New York Mellon, London Branch, as Principal Paying Agent
with respect to the Notes and The Bank of New York Mellon S.A./N.V.,
Dublin Branch, as Registrar and Transfer Agent, governing the terms of
the Notes, the form of which is attached in Annex A to these Listing
Particulars.
"Information Agent" refers to Lucid Issuer Services Limited, Tankerton Works, 12 Argyle
Walk, London, WC1H 8HA.
"New Revolving
refers to the 462,000,000 senior revolving credit facility established
Credit Facility"
under the New Revolving Credit Facility Agreement.
"New Revolving
refers to the senior revolving credit facility agreement entered into on June
Credit Facility
1, 2021 between the Issuer and the Commercial Banks, as amended,
Agreement"
restated or otherwise modified or varied from time to time.
"PGE"
refers to the 262 million State-guaranteed loans (prêts garantis par l'Etat)
to be provided by the Commercial Banks to the Issuer under the Safeguard
Plan.
2


"Safeguard Plan"
has the meaning ascribed to it in section 6 of these Listing Particulars.
"Securities Crediting refers to the securities crediting and payment notice delivered to
and Payment Notice" bondholder creditors and creditors under the Existing RCFs on June 3,
2021.
"Trustee"
refers to BNY Mellon Corporate Trustee Services Limited.
"2020 Universal
has the meaning ascribed to it in section 4 of these Listing Particulars.
Registration
Document"
"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
"U.S. Securities Act" has the meaning ascribed to it in on the cover page of these Listing
Particulars.
3


CONTENTS
IMPORTANT INFORMATION .......................................................................................................................... 5
FORWARD-LOOKING STATEMENTS ............................................................................................................ 6
INFORMATION INCORPORATED BY REFERENCE .................................................................................. 7
THE SAFEGUARD PLAN.................................................................................................................................... 8
SETTLEMENT OF THE NOTES ........................................................................................................................ 9
RISK FACTORS .................................................................................................................................................. 10
SUMMARY OF THE NOTES ............................................................................................................................ 15
NOTICE TO INVESTORS ................................................................................................................................. 19
LISTING AND GENERAL INFORMATION .................................................................................................. 20
ANNEX A - INDENTURE .................................................................................................................................. 21


IMPORTANT INFORMATION
These Listing Particulars are to be read in conjunction with all the information which is
incorporated herein by reference (see "Information Incorporated by Reference"). Other than in
relation to the documents which are deemed to be incorporated by reference, the information on
the websites to which these Listing Particulars refer does not form part of these Listing Particulars.
Unless otherwise stated, capitalized terms used in these Listing Particulars have the meanings set
forth in these Listing Particulars (and in particular in "Certain Definitions").
Vallourec has furnished the information contained in these Listing Particulars and accepts
responsibility for the information contained in these Listing Particulars. To Vallourec's best
knowledge, except as otherwise noted, the information contained in these Listing Particulars is in
accordance with the facts and does not omit anything likely to affect the import of these Listing
Particulars.
Distribution of these Listing Particulars in whole or in part to any person other than the persons
eligible to purchase Notes is unauthorized. Any reproduction or distribution of these Listing
Particulars, in whole or in part, and any disclosure of their content or use of any information
herein for any purpose other than considering an investment in Vallourec's Notes is prohibited.
By accepting delivery of these Listing Particulars, the recipient agrees to the foregoing.
No person has been authorized to give any information or to make any representations in
connection with the listing of the Notes other than those contained in these Listing Particulars.
Prospective investors should carefully evaluate the information provided in these Listing
Particulars in light of the total mix of information available to prospective investors, recognizing
that Vallourec can provide no assurance as to the reliability of any information not contained or
incorporated by reference in these Listing Particulars. These Listing Particulars do not constitute
an offer to sell or the solicitation of an offer to buy any securities, including the Notes. The
information contained in these Listing Particulars is accurate only as of the date of these Listing
Particulars. The delivery of these Listing Particulars shall not, under any circumstances, create
any implication that there has been no change in the Group's affairs or that the information
contained herein is correct as of any time subsequent to the date hereof.
In making an investment decision, prospective investors must rely upon their own examination
of Vallourec and the terms of the Notes, including the merits and risks involved. Each prospective
investor should consult with its own advisors as to the legal, tax, business, financial and related
aspects of a purchase of the Notes.
Prospective investors should read the entire document and, in particular, the section headed "Risk
Factors," when considering an investment in Vallourec.
The distribution of these Listing Particulars and the purchase and the sale of the Notes in certain
jurisdictions may be restricted by law. Vallourec requires that persons into whose possession these
Listing Particulars inform themselves about and observe any such restrictions. No action has been
taken in any jurisdiction by Vallourec that would permit a public offering of the Notes. See
"Notice to Investors."
5


FORWARD-LOOKING STATEMENTS
These Listing Particulars include forward-looking statements, which involve risks and
uncertainties, including, without limitation, certain statements made in the section entitled "Risk
Factors." Prospective investors can identify forward-looking statements as those that contain
words such as "believes," "expects," "may," "should," "seeks," "approximately," "intends,"
"plans," "estimates" or "anticipates" or similar expressions that relate to the Group's strategy,
plans, intentions or expectations.
By their nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. The Group's actual financial condition,
results of operations and cash flows, and the development of the industry in which it operates,
may differ materially from what is described in or suggested by the forward-looking statements
contained in these Listing Particulars. In addition, even if the Group's financial condition, results
of operations and cash flows, and the development of the industry in which the Group operates,
are consistent with the forward-looking statements contained in these Listing Particulars, those
results or developments may not be indicative of results or developments in subsequent periods.
Vallourec undertakes no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. When considering forward-looking
statements, prospective investors should keep in mind the risk factors and other cautionary
statements included in these Listing Particulars and the information incorporated by reference
herein, in particular those described in the "Risk Factors" section of these Listing Particulars.
6


INFORMATION INCORPORATED BY REFERENCE
The following information contained in the English version of Vallourec 2020 universal
registration document (document d'enregistrement universel) filed with the French securities
regulator (Autorité des Marchés Financiers) on March 29, 2021 under the number D.21-0226 (the
"2020 Universal Registration Document") is hereby incorporated by reference in these Listing
Particulars:
Chapter 3.2 ­ Description of the Group's
Pages 38-52
business model and activities
Chapter 3.7 ­ Presentation of the Safeguard
Pages 72-80
Plan
Chapter 5.1 ­ Risk factors
Pages 172-178
Chapter 6.1 ­ Consolidated financial
Pages 191-254
statements
In addition, the press releases of the Issuer dated February 3, 2021 (Vallourec reaches a major
step with an agreement in principle on financial restructuring with main creditors), February 4,
2021 (New step in the financial restructuring of Vallourec SA: opening of a safeguard
proceeding), March 29, 2021 (Approval of the draft safeguard plan by the financial creditors'
committee and the bondholders' general meeting), March 30, 2021 (Availability of the
independent expert's report relating to the financial restructuring of Vallourec), April 20, 2021
(Shareholders' general meeting approves resolutions necessary for the implementation of the
financial restructuring plan with a very large majority) and May 20, 2021 (Vallourec announces
the approval of its safeguard plan by the Commercial Court of Nanterre) are incorporated by
reference into these Listing Particulars.
No other information from the 2020 Universal Registration Document or any other document is
incorporated by reference in these Listing Particulars, other than the press releases which are
incorporated by reference in their entirety, except as expressly set forth above.
Copies of the documents incorporated by reference in these Listing Particulars may be obtained
(without charge) on the website of the Issuer in the section for investors
(https://www.vallourec.com/en/hub-finance).
7


THE SAFEGUARD PLAN
On February 3, 2021, Vallourec announced that it had entered into an agreement in principle with
its main creditors with a view to rebalancing its financial structure, by reducing its debt and
securing the necessary liquidity to enable it to deploy its strategic plan (the "Agreement in
Principle). In this context, the Commercial Banks, investment funds holding Existing Notes and
interests under the Existing RCFs and Vallourec entered into a lock-up agreement pursuant to
which the parties committed to support and take all steps and actions reasonably necessary to
implement and consummate the Agreement in Principle and not to transfer their securities other
than in accordance with the provisions of this agreement.
On February 4, 2021, Vallourec announced the opening of a safeguard proceeding by the
Commercial Court of Nanterre, with a six-month maximum observation period, with the aim of,
inter alia, allowing the implementation of the financial restructuring as provided for in the
Agreement in Principle. The Court appointed SELARL FHB, acting through Hélène
Bourbouloux, as judicial administrator with the mission to monitor Vallourec, as well as SCP
BTSG, acting through Marc Sénéchal, as creditors' representatives. In this context, Vallourec
prepared a draft safeguard plan dated March 12, 2021 providing for the financial restructuring
terms (the "Safeguard Plan"), which was approved by 100% of the votes cast by the financial
lenders' committee (comité des établissements de crédit et assimilés) and the bondholders'
general meeting (assemblée générale unique des obligataires) on March 29, 2021.
The Safeguard Plan was approved by the Commercial Court of Nanterre by judgment issued on
May 19, 2021 and implemented on June 30, 2021. The Safeguard Plan consisted of an
approximately 1,800 million deleveraging of Vallourec implemented through a rights issue, a
share capital increase related to the equitization of claims under the Existing RCFs and the
Existing Notes, a further debt write-off granted by the Commercial Banks and the issuance to the
benefit of the Commercial Banks of a better fortunes instrument (instrument de retour à meilleure
fortune) in the form of warrants (bons de souscription d'actions). The Safeguard Plan also
provided for a partial refinancing of the non-equitized debt and securing significant liquidity and
operational financing through the issuance of the Notes and the entry into the New Revolving
Credit Facility, the PGE and 178 million in bonding lines. For more details, see Chapter 3.7
(Presentation of the Safeguard Plan) of the 2020 Universal Registration Document and the other
documents incorporated by reference herein.
8


SETTLEMENT OF THE NOTES
The Notes have been accepted for clearance and settlement through the facilities of Euroclear and
Clearstream. Notes issued on the Issue Date to QIBs or IAIs in the United States pursuant to an
exemption from the registration requirements under the U.S. Securities Act are represented by
global notes in registered form without interest coupons attached (collectively, the "IAI Global
Notes"). Notes issued on the Issue Date to non-U.S. persons outside the United States pursuant
to Regulation S under the U.S. Securities Act are represented by global notes in registered form
without interest coupons attached (collectively, the "Reg S Global Notes"). Notes that are
permitted to be transferred to QIBs pursuant to Rule 144A after the Issue Date are represented by
global notes in registered form without interest coupons attached (collectively, the "Rule 144A
Global Notes"). The IAI Global Notes, the Reg S Global Notes and the 144A Global Notes are
collectively referred to herein as the "Global Notes."
Creditors eligible to receive Notes in accordance with the Safeguard Plan and who failed to
provide the information requested in the Securities Crediting and Payment Notice to the
Information Agent by June 21, 2021, should contact the Information Agent directly (or the CEP,
as the case may be) at: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk,
London, WC1H 8HA (website: https://deals.lucid-is.com/vallourec, email: vallourec@lucid-
is.com; telephone: +44 (0) 20 7704 0880; Attention: Victor Parzyjagla / Thomas Choquet). Upon
receipt of any claims by the Information Agent, the Information Agent will liaise with the CEP to
deliver or cause to be delivered the relevant entitlements to the relevant creditor in accordance
with the Safeguard Plan.
9


RISK FACTORS
Risk factors relating to the Group and to its business sector and markets are described in
Chapter 5 of the 2020 Universal Registration Document, which are incorporated by reference
herein (see "Information Incorporated by Reference"). The list of risks included in the 2020
Universal Registration Document is not exhaustive. Other risks not yet identified or considered
immaterial by the Issuer as of the date of approval of these Listing Particulars may exist.
In addition to these risk factors, the risks factors that may affect the Issuer's ability to fulfil its
obligations under the Notes to investors and the risk factors specific to the Notes being admitted
to trading are detailed below.
Vallourec is a holding company that has few material assets and sources of revenue of its own
and will depend on cash from its operating subsidiaries to make payments on the Notes.
Vallourec is a holding company with no independent business or revenue-generating operations
of its own and Vallourec's only material assets are the equity interest it holds in its subsidiaries,
the Group's trademark and the Group image, of which it entrusted management to Vallourec
Tubes in 2014. The capacity of Vallourec to make payments under the Notes depends on the
ability of its subsidiaries to distribute cash. If Vallourec's subsidiaries do not distribute cash to
Vallourec that it can use to make scheduled payments on the Notes, Vallourec will not have any
other source of funds that would allow it to make payments to the holders of the Notes. The
amount of dividends and distributions available to Vallourec will depend on the profitability and
cash flows of its subsidiaries. The ability of these subsidiaries to make distributions, loans or
advances to their respective parent companies may be limited by the laws of the relevant
jurisdictions in which such subsidiaries are organized or located. In addition, as of the Issue Date
of the Notes, none of Vallourec's subsidiaries will guarantee the Notes and, as a result, they will
have no obligation to make payments with respect to the Notes.
Each of Vallourec's subsidiaries is a distinct legal entity and, under certain circumstances, legal
and contractual restrictions may limit its ability to obtain cash from its subsidiaries. Applicable
tax laws may also subject such payments to further taxation. While the Indenture limits the ability
of Vallourec's subsidiaries to incur contractual restrictions on their ability to pay dividends or
make other intercompany payments to Vallourec, these limitations are subject to certain
significant qualifications and exceptions and do not cover contractual restrictions existing on the
Issue Date of the Notes. There can be no assurance that arrangements with Vallourec's
subsidiaries, the funding permitted by the agreements governing existing and future indebtedness
of the Group and the Group's results of operations and cash flow generally will provide Vallourec
with sufficient dividends, distributions or loans to fund payments on the Notes. In the event that
Vallourec does not receive distributions or other payments from its subsidiaries, Vallourec may
be unable to make required payments, including with respect to principal, interest and additional
amounts, if any, on the Notes.
The Group may not generate sufficient cash to service its debt and to sustain its operations.
The Group's ability to make principal or interest payments when due on its indebtedness,
including the Notes, and to fund its ongoing operations, will depend on its future performance
and its ability to generate cash, which to a certain extent is subject to general economic, financial,
competitive, legislative, legal, regulatory and other factors, as well as other factors discussed in
this section, many of which are beyond its control. At the maturity of the Notes or any other debt
which the Group may incur, if the Group does not have sufficient cash flows from operations and
other capital resources to pay its debt obligations, or to fund its other liquidity needs, it may be
required to refinance its indebtedness. If the Group is unable to refinance its indebtedness or
obtain such refinancing on terms acceptable to it, the Group may be forced to sell assets, or raise
additional debt or equity financing in amounts that could be substantial. The type, timing and
terms of any future financing will depend on the Group's cash needs and the prevailing conditions
10


Document Outline