technicolor - 2020 Universal Registration Document

6 FINANCIAL STATEMENTS

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS Note 9 - Borrowings & Financial instruments

9.2.1 ANALYSIS BY MATURITY OF FINANCIAL DEBT

2020

2019

Term Loan Debt

Term Loan Debt

(in million euros) Within one year

- - -

3 3 2

1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years

918

976

- -

- -

More than 5 years TOTAL DEBT

918

984

-

3

Of which current debt

Of which non-current debt

918

981

MAIN FEATURES OF THE BORROWINGS 9.2.2 The Reinstated Term Loans, issued by Technicolor SA in dollars and euros, consist of the remaining term loan and revolving credit facility debt following their partial conversion to equity; the terms of these new loans were modified, in particular with regard to the maturity (December 31, 2024), the interest rates and the restrictions. The New Money debt and the Reinstated Term Loans have both a Cash and PIK (payment in kind) interest component. The PIK interest is capitalized (every 6 months for the debt issued by Technicolor USA Inc. and every 12 months for the remaining debt) and repaid on final maturity. AGREEMENTS As described in note 1.1, Technicolor entered into certain transactions in 2020 as part of its financial restructuring. The Reinstated Term Loans, were documented by an Amended and Consolidated Credit Agreement, entered into by Technicolor SA and effective September 22, 2020 (the “Reinstated Term Loan Agreement”). Security Package French New Money borrowed by Tech 6 and Reinstated Term Loans The New Money borrowed by Tech 6 is guaranteed by incorporation of two fiducies-sûretés (equivalent of a trust under French law) in respect of the shares of each of two French sub-holding companies (“Tech 7” and “Gallo 8”), owning virtually all of the entities of the Technicolor KEY TERMS OF THE CREDIT 9.2.3

group (Production Services activities for Tech 7, Connected Home, DVD Services and Production Services U.S. activities for Gallo 8) and a third fiducie owning the Tech 6 loan to Technicolor SA of the proceeds of its New Money borrowing. The Gallo 8 fiducie also guarantees the Reinstated Term Loans as a second ranking security. These fiducies consist of a contract pursuant to which Technicolor SA transfers ownership of specifically identified assets, rights or security interests (existing or future) belonging to the Technicolor SA Group to a trustee. The trustee holds these in a segregated account created for the purpose of that fiducie until the discharge of obligations under the underlying financing agreement. The trustee acts on behalf of one or more beneficiaries, which, in the normal course of business, is Technicolor and, in the case of a default, is the security agent on behalf of the lenders. In addition to the fiducies-sûretés some of the entities of Technicolor have issued “golden shares”, providing certain rights which are exercisable only in specific cases by the collateral agent (acting on behalf of the New Money lenders) in order to protect their rights. The governance rules in place for the fiducies and the “golden shares”, except in a case of a default (which mirror those of the New Money debt), do not change the control exercised by Technicolor over the subsidiaries integrated into the fiducies nor over the subsidiaries which have issued “golden shares”. The Group, as part of its compliance procedures, continually monitors the restrictions imposed by the fiducie contracts. The New Money lenders also benefit from a pledge on certain assets held by Technicolor SA and its subsidiaries and the Reinstated Term Loans benefits from a second ranking lien.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020 296