Sodexo seeks consents from holders of eight bond series for spinoff

By Marisa Wong

Los Angeles, July 3 – Sodexo SA is soliciting consents from holders of eight series of bonds to approve a proposed spinoff of its benefits and rewards services branch and the waiver of any breach or any event of default under the bonds resulting from the proposed spin-off, according to a company announcement.

Separate meetings will be held for each series for bondholders to vote on an extraordinary resolution to approve the spin-off and waiver.

If granted, this approval and waiver would be valid provided the spin-off occurs on or before Dec. 31, 2024.

Bonds

The consent solicitation pertains to the following series, listed in the order that the related bondholder meetings will be held:

• €500 million outstanding 0.5% bonds due Jan. 17, 2024 (ISIN: XS2203995910);

• €700 million outstanding 0.75% bonds due April 27, 2025 (ISIN: XS2163320679);

• €300 million outstanding 1.125% bonds due May 22, 2025 (ISIN: XS1823513343);

• €500 million outstanding 2.5% bonds due June 24, 2026 (ISIN: XS1080163964);

• €800 million outstanding 0.75% bonds due April 14, 2027 (ISIN: XS1505132602);

• £250 million outstanding 1.75% bonds due June 26, 2028 (ISIN: XS2017471983);

• €500 million outstanding 1% bonds due July 17, 2028 (ISIN: XS2203996132); and

• €800 million outstanding 1% bonds due April 27, 2029 (ISIN: XS2163333656).

Quorum, voting majority

The quorum required at each meeting will be at least two bondholders representing not less than a clear majority of the outstanding amount of the applicable series.

At any adjourned meeting, the quorum will simply be two bondholders representing whatever principal amount they hold of the series.

To pass at each meeting, the extraordinary resolution requires a majority of at least 75% of the votes cast.

Deadlines

Holders who vote in favor of the extraordinary resolution and deliver voting instructions by 11 a.m. ET on July 13 will be eligible receive a 0.25% early voting fee.

The instruction deadline is 11 a.m. ET on July 20.

The initial meeting will be held at 4 a.m. ET on July 25 for the 2024 bonds. Each subsequent meeting will be held five minutes after the conclusion of the preceding meeting.

If passed, the extraordinary resolution would be effective on or about July 25.

If any meeting is adjourned, the latest time to submit voting instructions would be 11 a.m. ET on Aug. 3, and the earliest time for the adjourned meeting would be 4 a.m. ET on Aug. 8.

If passed at an adjourned meeting, the extraordinary resolution would be effective on or about Aug. 8.

Settlement would occur up to three business days following the applicable effective date.

Agents

The solicitation agents are Citigroup Global Markets Ltd. (+44 20 7986 8969; liabilitymanagement.europe@citi.com), HSBC Continental Europe (+44 20 7992 6237; LM_EMEA@hsbc.com) and J.P. Morgan SE (+44 20 7134 2468; liability_management_EMEA@jpmorgan.com).

The information and tabulation agent is D.F. King (212 269-5550; 800 549-6697; +44 20 7920 9700; +852 3953 7208; sodexo@dfkingltd.com; https://www.dfkingltd.com/sodexo/).

Sodexo is a Paris-based hospitality company.

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