Criteo S.A. (CRTO) reshapes credit facility for France‑Lux‑U.S. move
Rhea-AI Filing Summary
Criteo S.A. entered into an amendment to its Multicurrency Revolving Facility Agreement on July 29, 2026, with Société Générale as agent. Subject to completion of its pending cross-border conversion from France to Luxembourg into “Lux Criteo” and other conditions, Criteo will cease to be a borrower under the facility and remain bound as a guarantor, while Criteo Technology SAS and Criteo Corp. continue as borrowers.
The amendment also anticipates a subsequent intended redomiciliation from Luxembourg to the United States, giving “U.S. Criteo” an option to accede later as a borrower. It updates provisions to reflect potential jurisdiction changes, accelerates the timing of the first extension option, and accompanies a request to extend the facility’s Termination Date by 364 days. Definitions are aligned with the company’s financial reporting, including “Adjusted Consolidated EBITDA”, and sustainability provisions are updated through a revised “Women in Tech” definition.
Positive
- None.
Negative
- None.
Filing Explained
The amendment took effect on
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Facility extension period requested: 364 days
Original credit agreement date: September 27, 2022
Prior amendment date: November 17, 2023
+1 more
4 metrics
Facility extension period requested
364 days
Request to extend the Termination Date of the revolving facility delivered concurrently with the amendment
Original credit agreement date
September 27, 2022
Date the Multicurrency Revolving Facility Agreement was first entered into by Criteo
Prior amendment date
November 17, 2023
Date of the earlier amendment to the Multicurrency Revolving Facility Agreement
Current amendment date
July 29, 2026
Date Criteo entered into the latest amendment to the credit agreement with Société Générale
Key Terms
Multicurrency Revolving Facility Agreement, cross-border conversion, Termination Date, Adjusted Consolidated EBITDA, +1 more
5 terms
Multicurrency Revolving Facility Agreement financial
"the Multicurrency Revolving Facility Agreement that was originally entered into"
cross-border conversion regulatory
"pending corporate redomiciliation from France to Luxembourg via its cross-border conversion"
Cross-border conversion is the process of changing an asset, security or cash from one country’s legal, currency or market system into another’s — for example converting foreign currency, swapping a local share for a foreign-listed equivalent, or moving a financial contract between jurisdictions. Investors care because this process can change value and access: it can add fees, tax or regulatory steps, create exchange-rate risk, and affect how easily the asset can be bought or sold, much like exchanging money and paperwork before using funds abroad.
Termination Date financial
"extend the Termination Date of the Facility by 364 days"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.
Adjusted Consolidated EBITDA financial
"conforming the definition of “Adjusted Consolidated EBITDA” to the corresponding definition"
Adjusted consolidated EBITDA is a company’s total operating profit across all subsidiaries before interest, taxes, depreciation and amortization, further cleaned up by removing one-time items and unusual costs so recurring cash performance is clearer. Investors use it like a simplified cash-earnings number to compare profitability and ability to pay debt or fund growth across periods and peers—similar to looking at a household’s regular monthly income after stripping out rare or accidental expenses.
Women in Tech financial
"updating the definition of “Women in Tech” used for the sustainability-related provisions"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Criteo S.A. (CRTO) change in its multicurrency credit facility?
Criteo entered an amendment to its Multicurrency Revolving Facility Agreement with Société Générale, revising borrower arrangements, updating jurisdiction-related provisions, adjusting the extension option timeline, and refining key definitions such as Adjusted Consolidated EBITDA and sustainability metrics like “Women in Tech.”
How does the amendment relate to Criteo S.A. (CRTO)’s redomiciliation plans?
The amendment is tied to Criteo’s pending cross-border conversion from France to Luxembourg into “Lux Criteo” and its intended later redomiciliation from Luxembourg to the United States, updating tax, guarantee and insolvency provisions to reflect potential changes in the company’s jurisdiction of incorporation.
What happens to Criteo S.A. (CRTO)’s role as borrower under the credit agreement?
Subject to completing the France-to-Luxembourg conversion and satisfying conditions, Criteo will cease to be a borrower under the facility and will have no further rights or obligations in that capacity, while remaining bound as a guarantor alongside existing borrower entities Criteo Technology SAS and Criteo Corp.
What extension did Criteo S.A. (CRTO) request for its revolving facility?
Together with the amendment, Criteo delivered a request to extend the facility’s Termination Date by 364 days, using the first extension mechanism under the agreement. The amendment also brings forward the period for submitting this First Extension Request and the lenders’ response deadline.
Which key definitions were updated by Criteo S.A. (CRTO) in the amendment?
The amendment makes administrative updates to defined terms, including aligning “Adjusted Consolidated EBITDA” with the definition used in Criteo’s financial statements and revising the “Women in Tech” definition used for sustainability-related provisions linked to the revolving facility.
How could future U.S. redomiciliation affect Criteo S.A. (CRTO)’s credit agreement?
If Criteo completes its intended redomiciliation from Luxembourg to the United States, the successor “U.S. Criteo” will have the option, subject to conditions, to accede later as a borrower under the existing Multicurrency Revolving Facility Agreement, as contemplated in the amendment.