Case Summaries · France

Casino cut €6bn of debt in 2024. Two years on, its TLB lenders are suing to unwind the plan

The 2024 safeguard equitized €4.9bn of debt and left a €1.4bn TLB behind. Two years on, its lenders are in the Paris courts to unwind the plan.

By EURx · 17 October 2026

How we got here: Naouri's acquisition spree ran out of road

The architect of the modern Casino group was Jean-Charles Naouri (JCN). Born in Algeria in 1949, he took first prizes at France's national concours général at 14 (in Latin and Greek), passed the baccalauréat at 15 with highest honours and in 1967 ranked first in France in the mathematics entrance examination to the École normale supérieure. After school, he joined the Finance Ministry and served as chief of staff to Pierre Bérégovoy, the French finance minister of the late 1980s and early 1990s who went on to be prime minister, then left for Rothschild in 1987 and set up Euris, his own investment vehicle. In 1991 Euris bought control of Rallye, a heavily indebted supermarket and hypermarket retailer based in Brittany. In 1992 Rallye brought its distribution and restaurant activities into Casino in exchange for shares that left JCN, through Rallye, the largest shareholder of the enlarged group. A hostile takeover bid from Promodès failed in 1997 against the counteroffer from JCN, the Guichard family and Casino management. JCN became chairman and chief executive in March 2005. Under his control Casino spent the next two decades acquiring retailers: a majority of Franprix and Leader Price in 1997, half of Monoprix and Cdiscount in 2000, the whole of Monoprix in 2013, and a growing footprint across Latin America and Asia. The purchase debt was issued at Casino; the holding debt above it was issued at Rallye and its own parents, secured on the Casino shares themselves.

Outside France, Casino built its largest business in Latin America. It bought into GPA in Brazil and Grupo Éxito in Colombia in 1999, strengthened both positions in 2005, and took control of GPA, Brazil's largest food retailer, in mid-2012, adding Big C in Thailand and Vietnam along the way. By 2018 Brazil alone was about 31% of Casino's revenues and 39% of its EBITDA.

Performance declined in the 2010s. Casino's stores, concentrated in city-centre convenience formats, began losing share, falling from ~11% to under 6% in the five years to 2023. From 2014 the group sold assets to reduce debt, hypermarkets among them: Thailand in 2016, Via Varejo in 2019, then GreenYellow, Éxito and the rest of Brazil.

The slide into safeguard: 2019 to 2023

Rallye, whose main asset was its stake in Casino, went into safeguard in May 2019, plagued by not enough sales and too much leverage. The plan the Paris court approved in February 2020 paid Rallye's secured creditors (whose collateral was Casino shares) at least 85% of their claims by the third payment date of the plan, and its unsecured creditors on a ten-year schedule. Casino's own hybrids paid interest only if the group had paid an ordinary dividend in the preceding twelve months. The company itself kept meeting its obligations, helped by the November 2019 refinancing and the March 2021 restructuring described above, but it was managing for liquidity, not performance: disposal proceeds went to creditors, and the French estate kept shrinking while its cost base did not.

By 2022, the broader macro environment (Russia-Ukraine war, rising interest rates, inflation) was impacting companies globally, and Casino was no exception. Higher interest made its floating-rate TLB and the two perps more expensive to carry, and the ongoing disposal proceeds no longer covered its interest bills. The company took more drastic measures, agreeing in 2023 to sell its hypermarkets and supermarkets to Intermarché, Auchan and Carrefour.

Enter Daniel Kretinsky, who had been circling Casino for years. A Czech billionaire who built his fortune buying power plants and industrial assets across central Europe after the fall of the iron curtain, he had a history of acquiring distressed assets: stakes in Sainsbury's and Royal Mail in the UK and a share of the Le Monde newspaper group in France, among other things. His investment vehicle Vesa first disclosed a 4.6% stake in Casino equity in September 2019, then went on to back Rallye's own restructuring with up to €233m through his EP Investment vehicle in early 2020, and lifted his Casino holding to nearly 7% that March.

By the spring of 2023 Kretinsky had built an 11.7% stake and came in as the buyer of control. Alongside him was Fimalac, the investment holding of the French financier Marc Ladreit de Lacharrière, best known as the longtime controlling shareholder of Fitch Ratings and by then Casino's second-largest shareholder. Also joining them was the hedge fund Attestor.

Casino was officially in crisis—it had ~€3bn of maturities looming over the next two years, led by the €2bn RCF due October 2023 and the TLB / Quatrim €800m 5.875% secured notes both due January 2024. The group could neither repay nor refinance them. The unsecured bond market had been largely shut to Casino for years, asset sales were agreed but not yet closed, and any share sales would be prohibitively dilutive if even possible. Casino had asked its creditors in April 2023 to consent to a conciliation without triggering a default under its debt, and the Paris commercial court opened the proceedings on 25 May 2023. Through the conciliation the group preserved liquidity with an agreement with the French state to defer about €300m of tax and social security charges due May to September 2023, in exchange for first-rank pledges, while the conciliators sought covenant waivers and standstills from financial creditors. A lock-up with the Kretinsky consortium followed in July 2023. The Paris court subsequently opened an accelerated safeguard on 25 October 2023.

The 2024 plan: €4.9bn of debt equitized

The end result was a €1.2bn capital increase, €925m reserved to Kretinsky's France Retail Holdings (consortium of Kretinsky, Fimalac and Attestor) at €0.0435 a share, plus new shares issued to the unsecured creditors, whose shares carry warrants struck at €0.1688. Most of the group's secured and unsecured debt, and the TSSDI undated deeply subordinated notes, converted into equity: €4.9bn of principal in the plan, €5.2bn of principal and interest on the final tally (€3.8bn excluding TSSDIs). The consortium ended up with 53.7%; existing shareholders, as a group, went to about 0.3% (a holder of 1% went to 0.003% on a diluted basis, per the company's own note).

What remained was reinstated debt totaling €2.6bn—the €1.4bn TLB, the €711m Monoprix RCF and the Quatrim secured bonds, with Quatrim ring-fenced from the rest of the group. The secured creditors also committed ~€1.2bn of operational financing for two years plus one, and the banks gave an 18-month covenant holiday running to September 2025. Secured debt stopped bearing interest from the date of the approval judgments.

The shareholder class approved the plan because the fairness report put the value of 100 existing shares at zero pre-plan and about €5 after. JCN and the entire board resigned at completion on 27 March 2024. The accounts then booked €3.5bn of non-recurring financial income from the restructuring, the accounting recognition of the discount creditors granted.

The vote: everyone said yes, even the shareholders

The class votes closed on 12 January 2024. Sixteen of the seventeen subsidiary classes approved by the required two-thirds. At the parent, shareholders voted 98.87% in favour and the TSSDI holders 75.62%. GPA, the sole creditor of its class under a guarantee, abstained, and GreenYellow Holding, the sole creditor of one Casino Participations France class, voted against; the inter-class forced application (cram-down) covered the dissent, and the company said it had no impact on implementation. The court approved the plans on 26 February 2024.

Performance still hasn't recovered

Of the three reinstated debts, the TLB is the one that matters now: due March 2027 with a 9% fixed coupon, which means interest for Casino of ~€125m a year by our math.

And cash flow has remained the key challenge here. Despite like-for-like sales turning positive for the first time since the restructuring and adjusted EBITDA rising from €576m to €655m in 2025, free cash flow before financial expenses was still negative every period (-€639m in 2024, -€120m in 2025, -€30m in H1 2026, and -€132m in H1 2026 after financial expenses), so net debt has actually risen: €1.0bn at June 2024, €1.2bn at December 2024, €1.49bn at December 2025, €1.7bn at June 2026. Liquidity went the other way: €1.5bn at the end of 2024 to €1bn at the end of 2025 to €713m at June 2026, with management projecting a floor of €0.5bn through Q3, factoring included.

The covenant holiday ended in September 2025. The group was compliant at 4.66x net leverage (defined as EBITDA after lease payments) against a 7.17x limit at December 2025, at 5.98x against 7.41x at March 2026, and at 6.47x against 6.88x at June 2026, but expects to breach the 6.11x step-down at end-September 2026, for which it will seek waivers. The Quatrim real estate bonds, the one piece the 2024 plan ring-fenced, are being paid down from disposals: ~€140m nominal at December 2025, €109m by May 2026, with the pay-if-you-can coupon cut from 8.5% to 7.5% in April 2025 as the disposal plan ran ahead of schedule. On 13 October Casino extended the bonds' maturity from 15 January 2027 to 15 January 2028, under the option the documentation gives it.

The shares traded at about €0.18 on 16 October 2026, above the €0.1688 warrant strike but not by much.

Round two: FRH's proposal against the TLB lenders

On 24 November 2025 Casino presented its Renouveau 2030 strategic plan, and France Retail Holdings set out its price for supporting it: €910m of new capital, €300m of it cash backstopped by FRH and €610m from converting TLB debt, with the TLB reinstated at €800m for five years at 6% PIK for two years then 6% pay-if-you-can. If nobody else subscribed, FRH would own 68%. The company's own cleansing presentation notes both sides' proposals imply an equity value close to zero pre-transaction, and that the FRH version prices the TLB conversion at 4.3x the new-money subscription price.

The TLB lenders organised fast. A steering committee holding 80% of the TLB (about 96% with other creditors) answered on 3 December 2025. The committee's majority is made up of Attestor, Monarch, Davidson Kempner, Farallon and King Street, with the first four of those publicly named as holding 96% of the TLB debt between them. The lenders put in a proposal of their own on 12 and 19 January 2026: a €1,210m recapitalization, a €910m rights issue open to existing shareholders plus €300m reserved to the TLB lenders backstopped in cash, the TLB cut to €500m with a 3-year maturity and 2-year extension, 9% PIK for two years then 7.5% pay-if-you-can, and materially more deleveraging. Any cash raised above the €300m liquidity tranche repays the TLB at par. In effect, the lenders convert €1.36bn of claims (per the company's cleansing presentation of 6 July 2026) and take the company, with the sponsor left close to nothing.

The standstills continued through the winter and spring. On 6 July 2026 the group announced two firm proposals, and the board, on the ad hoc committee's recommendation, decided on 10 July that absent a consensus the shareholder's proposal best served Casino's corporate interests, subject to two conditions: the TLB lenders get the banks' security package, and the banks waive the two-thirds TLB majority condition for amending the plan. The banks' credit committees agreed in principle on 21-23 July. The TLB lenders refused to extend their consent past 26 July.

The TLB lenders go to court

Conciliation agreements with the banks were signed and filed on 5 August 2026. The next day, the TLB lenders filed at the Paris economic court (seeking termination of the 26 February 2024 plan, on the basis in particular of the event of default the financing documentation attaches to the group entering discussions with its creditors). The same talks the board says it must run are, on the TLB lenders' reading, a default.

The first round went to the company. On 17 August 2026 the judge overseeing the safeguard declared the TLB lenders' claims about the constitution of the new classes inadmissible and dismissed them; the TLB lenders appealed on 24 August. The Paris economic court will rule concurrently on the termination action, the draft plan amendments, and the conciliation agreements.

Two of the three creditor groups have settled in principle. On 21 September Casino announced an agreement with Quatrim bondholders holding about 35% of the Quatrim debt: the Monoprix guarantee is reduced by €10m at realization and extended a year to January 2029, and Ségisor's guarantee is released. On 30 September the RCF, operational financing and Quatrim consents were extended to 31 October 2026, with an option to 15 November if a binding Quatrim agreement is signed by 31 October, and the consents include a standstill on rights arising from the unpaid TLB coupon. The TLB lenders are not part of that extension; their own consents, set to expire at the end of May 2026, were never renewed. Casino had already decided on 24 September not to pay the €65m TLB coupon due 27 September, parking it in a dedicated account pending the proceedings.

Since then the opposing sides have moved closer to a deal than at any point in the dispute. Les Échos reported on 15 October that the broad terms of an agreement between FRH and the TLB lenders are now laid out, though not finalised, with gross debt coming back to about €800m, more than €600m of it taken out through a capital increase backed by Kretinsky; the following day a wire report said Kretinsky was close to a definitive agreement under which he would buy back the lenders' roughly 30% stake. Nothing is signed and the company has not confirmed it; if the outline holds, the fight over who owns the equity ends without a court ruling.

What comes next

• The court calendar: the amendment proceedings and the termination action are to be heard together at the Paris economic court; no hearing date has been made public as of 16 October
• The deadline: Casino targets implementation by the end of H2 2026, and says any amendment would be “massively dilutive for the current shareholders”
• The covenant: the 6.11x breach at end-September needs waivers; the group will ask not to see the default used against it
• The maturity: €1.4bn of TLB, March 2027. Even FRH's proposal leaves a TLB in place; the fight is over its size and who owns the equity
• Quatrim: a binding agreement is targeted by 31 October 2026; the bonds' maturity now runs to 15 January 2028
• Where it trades: the Quatrim bonds were quoted around 97c; the TLB is trading around 58c
• US effect: the 2024 plans were recognized in a chapter 15 in SDNY (No. 24-10252, filed 15 February 2024): a recognition proceeding to give US effect to the French safeguard plans, with the French proceeding treated as a foreign main proceeding (chapter 15 petition, Doc 1). The case closed on 5 June 2024, after implementation. Plan amendments are not addressed in what the docket shows: with the case closed, giving US effect to an amended plan would run through a fresh chapter 15 petition, and we have not seen one filed [our read]
• Governance: Attestor is out of FRH. Its vehicle Trinity transferred its 7.65% stake in France Retail Holdings to EP Equity Investment III on 11 February 2025, under the share purchase agreement of 19 November 2024, and left the consortium's shareholders' agreement and acting-in-concert position. Trinity still holds 10.05% of Casino directly