Sodexo Inc. announces pricing terms of cash tender offer for certain outstanding USD notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT 

NORTH BETHESDA, Md., May 22, 2025 /PRNewswire/ -- Sodexo Inc. (the "Offeror") announces the pricing terms of its previously announced tender offer (the "Offer") to purchase for cash any and all of its outstanding 1.634% Notes due 2026 guaranteed by Sodexo S.A. (the "Securities").  

The Offer is being made pursuant to an Offer to Purchase, dated May 15, 2025 (the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the "Tender Offer Documents"), which set forth a more detailed description of the Offer and are available online at https://deals.is.kroll.com/sodexo.

The Offer will expire at 5:00 p.m., New York City time, today (such date and time, as it may be extended, the "Expiration Deadline") unless extended or earlier terminated as described in the Offer to Purchase. Holders of the Securities must validly tender, and not validly withdraw, their Securities prior to or at the Expiration Deadline, or deliver a properly completed and duly executed Notice of Guaranteed Delivery prior to or at the Expiration Deadline and tender their Securities prior to or at 5:00 p.m., New York City time on May 27, 2025, which is the second business day following the Expiration Deadline, to be eligible to receive the Purchase Price for such Securities.

Certain information regarding the Securities and the U.S. Treasury Reference Security, the Bloomberg Reference Page, the Reference Yield, the Fixed Spread and the Purchase Price is set forth in the table below. The Purchase Price payable for each U.S.$1,000 principal amount of Securities validly tendered, and not validly withdrawn, and accepted for payment pursuant to the Offer was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread for the Securities specified in the table below plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table below, calculated at 10:00 a.m., New York City time, today

In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on Securities purchased pursuant to the Offer up to, but not including, the settlement date for the Offer, which is expected to be May 28, 2025 (the "Settlement Date"). The guaranteed delivery settlement date is also expected to be May 28, 2025. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.

Securities validly tendered pursuant to the Offer may be withdrawn at any time prior to or at, but not after, 5:00 p.m., New York City time, today, unless such time is extended or the Offer is earlier terminated as described in the Offer to Purchase (such date and time, as it may be extended, the "Withdrawal Deadline"). In addition, if the Offer is extended, valid tenders of the Securities may be withdrawn at any time prior to the earlier of (i) the Expiration Deadline and (ii) the tenth business day after the commencement of the Offer. Securities validly tendered may also be withdrawn at any time after the 60th business day after the commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.

The Offeror announced on May 15, 2025 its intention to issue and offer for sale new USD-denominated senior guaranteed debt securities (the "New Notes"). The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Offer is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the successful completion, on or before the Settlement Date, of the proposed concurrent offering of New Notes or one or more other offerings of guaranteed senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion.

Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Offeror reserves the right to (i) waive or modify in whole or in part any and all conditions of the Offer, (ii) extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) modify or terminate the Offer or (iv) otherwise amend the Offer in any respect. The Offer is not conditioned on any minimum amount of Securities being tendered.

None of the Offeror, the Dealer Managers or the Tender and Information Agent (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether Holders should tender or refrain from tendering Securities in the Offer. Holders must make their own decision as to whether to tender Securities and, if so, the principal amount of the Securities to tender. 

The Offeror has retained Citigroup Global Markets Limited, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC to act as the Dealer Managers for the Offer, and Kroll Issuer Services Limited to act as the Tender and Information Agent for the Offer. Questions regarding procedures for tendering Securities may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email at sodexo@is.kroll.com. Additionally, the Offer material is available at https://deals.is.kroll.com/sodexo. Questions regarding the Offer may be directed to (i) Citigroup Global Markets Limited at (within the United States) +1 212 723 6106 (U.S. collect) or +1 800 558 3745 (U.S. toll free) / (within Europe) +44 20 7986 8969 or by email to liabilitymanagement.europe@citi.com; (ii) HSBC Securities (USA) Inc. at (within the United States) +1 (212) 525-5552 (U.S. collect) or +1 (888) HSBC-4LM (U.S. toll free) / (within Europe) +44 (0) 20 7992 6237 or by email to liability.management@hsbcib.com; (iii) J.P. Morgan Securities LLC at (within the United States) (212) 834-4818 (U.S. collect) (866) 834-4666 (U.S. toll free); (iv) Santander US Capital Markets LLC at (within the United States) +1 (212) 940-1442 (U.S. collect) +1 (855) 404-3636 (U.S. toll free) or by email to AmericasLM@santander.us; and (v) Wells Fargo Securities, LLC at (within the United States) (704) 410-4759 (U.S. Collect) or (866) 309-6316 (U.S. toll free) / (outside the United States) +33 1 85 14 06 62 or by email to liabilitymanagement@wellsfargo.com.

This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security (including the Securities). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.

This announcement does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The distribution of this announcement and of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

Offer and Distribution Restrictions

United Kingdom

This announcement and the Offer to Purchase may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the FSMA does not apply.

The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offer are not being made and the Offer to Purchase and such other documents or materials have not been approved by an authorized person for the purposes of section 21 of the FSMA.  Accordingly, the Offer to Purchase and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The Offer to Purchase and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order), (ii) fall within Article 43(2) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons").  The Offer to Purchase and such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.  The Offer to Purchase and such other documents and/or materials are only available to relevant persons and the transactions contemplated herein and therein will be available only to, and engaged in only with, relevant persons, and the Offer to Purchase and such other documents and/or materials must not be relied or acted upon by persons other than relevant persons.

France

This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of the Prospectus Regulation.  The Offer to Purchase has not been and will not be submitted for clearance to, nor approved by, the Autorité des marchés financiers.

Belgium

None of this announcement, the Offer to Purchase or any other document or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time.  Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time), acting on their own account.  Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer.  Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

Republic of Italy

None of this announcement, the Offer to Purchase or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.

The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101- bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation").

Holders or beneficial owners of the Securities that are resident and/or located in Italy can tender the Securities through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.  Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer.

Singapore

This announcement and the Offer to Purchase have not been and will not be registered as a prospectus with the Monetary Authority of Singapore.  The Offer does not constitute an offering of securities in Singapore pursuant to the Securities and Futures Act, Chapter 289 of Singapore.

Hong Kong

This announcement, the Offer to Purchase and any other documents or materials relating to the Offer is not being made in Hong Kong, by means of any document, other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the "CWUMPO"), or (ii) to "professional investors" as defined in the Securities and Futures Ordinance ("SFO") and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" as defined in the CWUMPO.

No invitation, advertisement or document relating to the Offer has been or will be issued, or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made thereunder.  The Offer to Purchase and the information contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong.

The contents of the Offer to Purchase have not been reviewed by any regulatory authority in Hong Kong.  Holders should exercise caution in relation to the Offer.  If a Holder is in any doubt about any of the contents of the Offer to Purchase, such Holder should obtain independent professional advice.

General

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Forward-Looking Information

This announcement may contain "forward-looking" statements within the meaning of the United States securities laws.  Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the group's control.  These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the group's future financial position and results of operations, the group's strategy, plans, objectives, goals and targets and future developments or trends in the markets where the group participates or is seeking to participate.  In some cases, forward-looking statements can be identified by terminology such as "aim", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "potential", "predict", "project", "risk", "should", "target", "will" or "would" or the negative of such terms or other comparable terminology and other similar expressions that are predictions of or otherwise indicate future events or trends.  These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results, performance or achievements).

Forward-looking statements are based upon good faith assumptions by the group's management relating to the financial, market, regulatory and other relevant environments that will exist and affect the group's business and operations in the future. The group cannot give any assurance that the assumptions upon which its management based its forward-looking statements will prove to be correct, or that its business and operations will not be affected in any substantial manner by other factors not currently foreseeable by its management or beyond its control.  Any forward-looking statements contained in this announcement speak only as of the date of this announcement.  The group disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this announcement or to reflect any change in its management's expectations with regard thereto after the date hereof of any change in events, conditions or circumstances on which any such statement is based.  Holders are strongly cautioned not to place undue reliance on any forward-looking statement.

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SOURCE Sodexo Inc.