Sodexo gives results of consent solicitation for eight bonds

By Mary-Katherine Stinson

Lexington, Ky., July 25 – Sodexo SA announced the results of its consent solicitation from holders of eight series of bonds, according to a notice.

The consent solicitation pertained to the following series, listed in the order that the related bondholder meetings were held, along with the results of the meetings:

• The meeting for the €500 million outstanding 0.5% bonds due Jan. 17, 2024 (ISIN: XS2203995910) was not quorate and has been adjourned to Aug. 8;

• The consent solicitation was approved for the €700 million outstanding 0.75% bonds due April 27, 2025 (ISIN: XS2163320679);

• The consent solicitation was terminated for the €300 million outstanding 1.125% bonds due May 22, 2025 (ISIN: XS1823513343);

• The consent solicitation was approved for the €500 million outstanding 2.5% bonds due June 24, 2026 (ISIN: XS1080163964);

• The meeting for the €800 million outstanding 0.75% bonds due April 14, 2027 (ISIN: XS1505132602) was not quorate and has been adjourned to Aug. 8;

• The consent solicitation was approved for the £250 million outstanding 1.75% bonds due June 26, 2028 (ISIN: XS2017471983);

• The meeting for the €500 million outstanding 1% bonds due July 17, 2028 (ISIN: XS2203996132) was not quorate and has been adjourned to Aug. 8; and

• The meeting for the €800 million outstanding 1% bonds due April 27, 2029 (ISIN: XS2163333656) was not quorate and has been adjourned to Aug. 8.

As previously reported, the company was conducting the consent solicitation 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 spinoff.

Meetings

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.

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

For the adjourned meetings, the latest time to submit voting instructions is 11 a.m. ET on Aug. 3, and the earliest time for the adjourned meeting will 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.

Consent solicitation history

As previously reported, the consent solicitation was launched July 3.

On July 14, it was announced that the early instruction deadline was being extended to 11 a.m. ET on July 20, aligning with the final instruction deadline.

Previously, only holders who voted in favor of the extraordinary resolution and delivered voting instructions by 11 a.m. ET on July 13 were eligible to receive a 0.25% early voting fee.

The final instruction deadline was July 20.

Separate meetings were then held for each series for bondholders to vote on an extraordinary resolution to approve the spinoff and waiver.

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

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

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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