Sodexo gets needed votes at adjourned meetings for four note series

By Marisa Wong

Los Angeles, Aug. 8 – Sodexo SA announced the results of the adjourned meetings related to its July 3 solicitation of consents from holders of bonds from eight series.

Adjourned bondholder meetings were held on Aug. 8 for the following series, because the original meetings for these series were not quorate:

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

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

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

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

The extraordinary resolution presented at each of the adjourned meetings was approved, according to a Tuesday press release.

As previously reported, results at the original meetings were as follows for the other four series:

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

• The extraordinary resolution was approved for the £250 million outstanding 1.75% bonds due June 26, 2028 (ISIN: XS2017471983).

Consent solicitation details

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.

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

On July 14, the company announced it extended the early instruction deadline 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 original meeting required a quorum of at least two bondholders representing not less than a clear majority of the outstanding amount of the applicable series.

For the adjourned meetings, the latest time to submit voting instructions was 11 a.m. ET on Aug. 3, and the earliest time for the adjourned meeting was 4 a.m. ET on Aug. 8.

At the adjourned meetings, the quorum was two bondholders representing whatever principal amount they hold of the series.

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

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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