Criteo S.A. Form 8-K Summary
Business Context and Reporting Period
Criteo S.A., a French company incorporated in France, filed this Current Report on Form 8-K on June 30, 2020. The filing details amendments to a material definitive agreement regarding the company's Multicurrency Revolving Facility.
Key Financial Metrics and Debt
This filing does not report revenue, profit, cash flow, or operating margins. It focuses exclusively on debt facility terms:
- Facility Extension: The term of the Revolving Facility was extended by one year, from March 2022 to March 2023.
- Commitment Levels: The facility includes a commitment of €350 million (approximately $389 million) through March 2022, followed by a commitment of €294 million (approximately $326 million) from the end of March 2022 through March 2023.
- Extension Cost: The cost for the one-year extension is 0.025% of the extended amount.
- Lenders: The agreement involves BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis, Société Générale Corporate & Investment Banking, and CEPAL.
Material Changes Versus Prior Period
The filing outlines specific amendments to the Facility Agreement originally dated September 24, 2015, and amended in 2016 and 2017:
- Extension Option Timing: The agreement was revised to allow the delivery of the first extension request in May 2020, rather than the previously scheduled March 2021.
- EBITDA Definition: The definition of "Adjusted Consolidated EBITDA" was amended effective June 30, 2020. It now explicitly excludes equity awards compensation expense, pension service costs, restructuring costs (capped at 15% of Adjusted Consolidated EBITDA), acquisition-related costs, and deferred price consideration.
- Reference Financial Statements: The definition of "Reference Financial Statements" was updated to refer to periods ending in 2018 through 2020, replacing the previous reference to periods ending in 2014 through 2016. Specific date references were updated (e.g., December 31, 2015, changed to December 31, 2019).
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or a discussion of general business risks. The primary contingency addressed is the modification of financial covenants and the extension of credit availability to ensure liquidity through March 2023.
Key Facts for Investor Verification
- Verify the total available liquidity under the amended facility (€350 million initially, reducing to €294 million after March 2022).
- Confirm the impact of the new "Adjusted Consolidated EBITDA" definition on the company's ability to meet financial covenants, specifically regarding the 15% cap on restructuring cost deductions.
- Note the shift in reference financial statements to the 2018-2020 period, which may alter covenant calculations compared to prior years.
- Review the 0.025% cost associated with the one-year extension.