Codere Group – 2024 Transaction

PROJECT DESCRIPTION

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Recapitalisation Transaction Announcement

• The announcement on the Recapitalisation Transaction can be downloaded HERE.
  Note: The instructions to Noteholders and Shareholders on how they can accede to the Lock-Up Agreement and Spanish Restructuring Plan are appended to this announcement.

Investors’ Presentation

• The Investors’ Presentation (containing information on the Strategic Business Plan and certain financial projections) can be downloaded HERE.

Lock-Up Agreement and appendices

• The Lock-Up Agreement can be downloaded HERE.
• The Spanish Restructuring Plan can be downloaded HERE.
• The Transaction Term Sheet can be downloaded HERE.
• The Equity Term Sheet can be downloaded HERE.
• A word version of the Form of Accession Letter (with the form of Confidential Annexure appended) can be downloaded HERE. Noteholders or Shareholders who wish to accede to the Lock-Up Agreement will need to complete and deliver the Accession Letter.
• A word version of the SSN Holders Irrevocable Instruction and Authorisation Letter can be downloaded HERE. SSN Holders who wish to accede to the Lock-Up Agreement and/or the Spanish Restructuring Plan will need to complete and deliver this letter.
• A word version of the NSSN Holders Irrevocable Instruction and Authorisation Letter can be downloaded HERE. NSSN Holders who wish to accede to the Lock-Up Agreement and/or the Spanish Restructuring Plan will need to complete and deliver this letter.

Bridge Notes

• The Bridge Notes offering document can be downloaded HERE.
• The Bridge Notes offer purchase agreement can be downloaded HERE.
• The Interim Notes Indenture can be downloaded HERE.
• The Bridge Notes offering Memorandum Account Holder Letter can be downloaded HERE.

Consent Solicitation and New Money Offer

• The announcement regarding the Consent Solicitation and New Money Offer can be downloaded HERE.
• The Offering and Consent Solicitation Memorandum (with forms of key transaction documents included as annexes) can be downloaded HERE.
• The FPN Offer Purchase Agreement can be downloaded HERE.
• A word version of the Account Holder Letter can be downloaded HERE.
• Warrants Worked Example can be downloaded HERE.

Codere HPT

• A word version of the Share Transfer Agreement can be downloaded HERE.
• A word version of the Shareholders’ Agreement – Deed of Adherence can be downloaded HERE.
• A word version of the Shareholders’ Agreement – Confidentiality Undertaking can be downloaded HERE.
• The HPTD – AHL can be downloaded HERE.