Codere Online Luxembourg, S.A.

The Martinez Sampedro family, a group managing amusement machines, and the Franco brothers, owners of Recreativos Franco, one of Spain's most important amusement-machine manufacturers, founded Codere in Madrid in 1980. Codere began its activities with amusement machines and, after consolidating that business, began to expand into Latin America and decided to diversify into other areas such as betting shops, bingo halls and casinos. In the following years, Codere expanded geographically and acquired different companies, casinos and racetracks, which allowed it to consolidate and strengthen its financial position. In 2008, after the approval of a law that benefited the company, Codere became the first company to open a physical betting shop in Spain. From 2008 onward, while politician Rafael Catala was secretary general of the company, Codere paid around 140,000 euros per year to Equipo Economico, the firm founded by Cristobal Montoro, reaching a total of 679,000 euros by 2012. During that period, Spanish legislation and tax regulation approved for online gambling favored the company. From 2014, Codere experienced serious financial problems that led, in 2016, to a deep restructuring of the group's equity, bringing creditors into the capital structure and increasing capital by 495 million euros. In July 2020, the board of directors avoided the company's bankruptcy by obtaining 200 million euros from various vulture funds, which were also creditors and bondholders of the group. Codere, whose most recent ratings had placed it at junk-bond level, saw its stock-market capitalization fall in the preceding years from more than 1 billion euros to less than 200 million euros that year. The company has undergone major changes in its shareholder structure since its foundation. At the end of 2020, more than 70% of its capital was in the hands of different foreign investment funds, while the Martinez Sampedro family retained only around 14%. In 2021, as a consequence of its inability to meet its heavy debt burden, the group's liquidation procedure began. After a debt restructuring, 95% of the company was left in the hands of bondholders. On 6 May 2022, Codere shares traded for the last time on the Spanish Continuous Market and were then permanently excluded from the Spanish stock exchange; the shares had been suspended from trading since December of the previous year. The financial restructuring process involved the creation of a new holding company based in Luxembourg, Codere New Topco, which would replace Codere S.A.