Fourth quarter 2024 results: EUR 233 million net income in Q4 2024 Proposed regular dividend of EUR 1.8 per share
Press release05 March 2025 - N° 03
Fourth quarter 2024 results
EUR 233 million net income in Q4 2024
Proposed regular dividend of EUR 1.8 per share
Group net income of EUR 233 million in Q4 2024 driven by all business activities (EUR 235 million adjusted1)
P&C combined ratio of 83.1% in Q4 2024 including a low Nat Cat ratio and allowing for ongoing reserving discipline
L&H insurance service result2 of EUR 119 million in Q4 2024
Investments regular income yield of 3.6% in Q4 2024
Economic Value per share of EUR 48 (vs. EUR 51 as of 31 December 2023)
IFRS 17 Group Economic Value3 of EUR 8.6 billion as of 31 December 2024, down -6.3% at constant economics3,4. Adjusted for one-offs5, Economic Value growth of +9.8% at constant economics3,4
Estimated Group solvency ratio of 210%6 as of 31 December 2024, in the upper part of the optimal range of 185%-220%, fully absorbing the impact of the 2024 L&H assumption review
Proposed regular dividend of EUR 1.8 per share for 2024
Annualized Return on Equity of 22.8% (23.0% adjusted1) in Q4 2024. For the full year 2024, Return on Equity stands at 0.1% (0.2% adjusted1); adjusted for one-offs5, the annualized Return on Equity would stand at 14.9% for the full year 2024
SCOR SE's Board of Directors met on 4 March 2025, under the chair of Fabrice Brégier, to approve the Group's Q4 2024 financial statements.
Thierry Léger, Chief Executive Officer of SCOR, comments: 'I am satisfied with the fourth quarter results. All business activities contribute to a strong consolidated Group net income. On a full year basis, P&C performance is excellent: the Nat Cat ratio is below the 10% budget, and the underlying performance enables us to build significant prudence two years ahead of plan. Investments performance is strong over the year, taking advantage of the current market conditions. In L&H, we took decisive actions to restore profitability. With a solvency ratio of 210% at year-end remaining in the upper part of the optimal range, SCOR demonstrates resilience as well as enhanced underlying capital generation, leading to a proposed dividend of EUR 1.8 per share. In the prevailing market environment, I'm fully confident that SCOR will continue to grow profitably in diversifying lines of business by leveraging its Tier 1 franchise. We are committed to delivering our Forward 2026 ambitions.'
Group performance and context
SCOR records EUR 233 million net income (EUR 235 million adjusted1) in Q4 2024, supported by all business activities:
In P&C, the combined ratio of 83.1% in Q4 2024 is primarily driven by a low natural catastrophe ratio of 6.4%. Over the full year 2024, the natural catastrophe ratio of 9.4% is better than the 10% budget. The attritional loss and commission ratio stands at 75.9% in Q4 2024, reflecting a very satisfactory underlying performance allowing for continued reserving discipline. The completion of the annual P&C year-end reserve review confirms all lines are at best estimate and our reserve resilience has increased.
In L&H, the insurance service result2 stands at EUR 119 million in Q4 2024, driven by a good level of CSM amortization and risk adjustment release, partially offset by a negative experience variance from the US.
In Investments, SCOR benefits from high reinvestment rates and an elevated regular income yield of 3.6% in Q4 2024.
The effective tax rate stands at 8% for Q4 2024, mainly reflecting the release of Q2 and Q3 tax provisions related to deferred tax assets.
The annualized Return on Equity stands at 22.8% (23.0% adjusted1) in Q4 2024.
Over the full year 2024, SCOR delivers a net income of EUR 4 million (EUR 11 million adjusted1), implying an annualized Return on Equity of 0.1% (0.2% adjusted1), impacted by the outcome of the 2024 L&H assumption review accounting for EUR -0.7 billion (pre-tax) in insurance service result and EUR -0.9 billion (pre-tax) in contractual service margin (CSM). The Group Economic Value decreases by 6.3% at constant economics3,4 (+9.8% adjusted for one-offs5).
SCOR's Solvency ratio stands at 210% at year-end 2024, in the upper part of the optimal range of 185%-220%, fully absorbing the one-off impact of the L&H assumption review, and demonstrating the Group's balance sheet resilience.
Proposed regular dividend of EUR 1.8 per share
SCOR proposes a regular dividend of EUR 1.8 per share for the fiscal year 2024, stable compared to the fiscal year 2023.
This dividend will be submitted for shareholders' approval at the 2025 Annual General Meeting, to be held on 29 April 2025. The Board proposes to set the ex-dividend date at 2 May 2025, and the payment date at 6 May 2025.
On-going very strong P&C underlying performance
In Q4 2024, P&C insurance revenue stands at EUR 1,929 million, up +0.4% at constant exchange rates (down -0.5% at current exchange rates) compared to Q4 2023, driven by the effect of a large commutation. Excluding this effect, the insurance revenue would grow by +1.7%.
New business CSM in Q4 2024 stands at EUR -43 million, impacted by limited renewals in Q4 and an early recognition of the cost of some retrocession contracts renewed at 1 January 2025.
P&C (re)insurance key figures:
In EUR million (at current exchange rates)
Q4 2024
Q4 2023
Variation
FY 2024
FY 2023
Variation
P&C insurance revenue
1,929
1,940
-0.5%
7,639
7,496
1.9%
P&C insurance service result
238
353
-32.6%
779
897
-13.1%
Combined ratio
83.1%
75.6%
7.5pts
86.3%
85.0%
1.3pts
P&C new business CSM
-43
-76
43.8%
1,024
952
7.6%
The P&C combined ratio stands at 83.1% in Q4 2024, compared to 75.6% in Q4 2023. It includes:
A Nat Cat ratio of 6.4%, mainly impacted by the losses related to Hurricane Milton (4.7 pts).
An attritional loss and commission ratio of 75.9%, reflecting a very satisfactory underlying performance and continued reserving discipline.
A discount effect of -9.5%, impacted by the year-end reserves review.
An attributable expense ratio of 9.7%, impacted by an expense accounting true-up.
The P&C insurance service result of EUR 238 million is driven by a CSM amortization of EUR 252 million, a risk adjustment release of EUR 45 million, a negative experience variance of EUR -38 million and an impact of onerous contract of EUR -21 million. The negative experience variance reflects the prudence building and a low level of retrocession recoveries.
The impact of the California wildfires is estimated at circa EUR140m, pre-tax and net of retrocessions, which is in line with the Nat Cat budget level of Q1 2025.
Improved L&H insurance service result in Q4 2024
In Q4 2024, L&H insurance revenue amounts to EUR 2,055 million, up +8.4% at constant exchange rates (+8.6% at current exchange rates) compared to Q4 2023. L&H New Business CSM7 generation of EUR 113 million in Q4 is driven by Protection and new deals in Longevity.
The L&H insurance service result2 amounts to EUR 119 million in Q4 2024. It includes:
A CSM amortization of EUR 117 million, including a EUR 16 million exceptional release. Excluding this, the annualized CSM amortization rate is 6.9%8.
A Risk Adjustment release of EUR 36 million.
An experience variance of EUR -49 million, driven by negative deviations in the US.
A positive impact of onerous contracts of EUR 12 million reflecting changes in risk adjustment.
Offsetting one-off impacts from the 2024 L&H reviews amounting to EUR 1 million.
L&H reinsurance key figures:
In EUR million(at current exchange rates)
Q4 2024
Q4 2023
Variation
FY 2024
FY 2023
Variation
L&H insurance revenue
2,055
1,892
8.6%
8,487
8,426
0.7%
L&H insurance service result2
119
64
87.5%
-348
589
-159.1%
L&H new business CSM7
113
90
25.4%
485
466
4.1%
Investments delivering strong results with a regular income yield of 3.6% in Q4 2024
As of 31 December 2024, total invested assets amount to EUR 24.2 billion. SCOR's asset mix is optimized, with 78% of the portfolio invested in fixed income. SCOR has a high-quality fixed income portfolio with an average rating of A+, and a duration of 3.8 years (3.0 at year-end 2023) following the implementation of the new ALM strategy.
Investments key figures:
In EUR million (at current exchange rates)
Q4 2024
Q4 2023
Variation
FY 2024
FY 2023
Variation
Total invested assets
24,155
22,914
5.4%
24,155
22,914
5.4%
Regular income yield*
3.6%
3.7%
-0.1pts
3.5%
3.2%
0.3pts
Return on invested assets*, **
3.3%
3.7%
-0.4pts
3.5%
3.2%
0.3pts
(*) Annualized. (**) Fair value through income on invested assets excludes EUR -3 million in Q4 2024 and EUR -9 million in FY 2024 related to the pre-tax mark to market impact of the fair value of the option on own shares granted to SCOR.
Total investment income on invested assets stands at EUR 1959 million in Q4 2024. The return on invested assets stands at 3.3%9 (vs. 3.7% in Q4 2023) and the regular income yield at 3.6% (vs. 3.7% in Q4 2023).
The reinvestment rate stands at 4.5%10 as of 31 December 2024, compared to 4.1% as of 30 September 2024. The invested assets portfolio remains highly liquid and financial cash flows of EUR 9.5 billion are expected over the next 24 months11, enabling SCOR to benefit from elevated reinvestment rates.
*
* *
APPENDIX
1 – SCOR Group Q4 2024 key financial details
In EUR million (at current exchange rates)
Q4 2024
Q4 2023
Variation
FY 2024
FY 2023
Variation
Insurance revenue
3,984
3,832
4.0%
16,126
15,922
1.3%
Gross written premiums1
5,049
4,927
2.5%
20,064
19,371
3.6%
Insurance Service Result2
357
417
-14.3%
432
1,486
-70.9%
Management expenses
-347
-329
-5.2%
-1,250
-1,164
-7.4%
Annualized ROE3
22.8%
15.0%
7.8pts
0.1%
18.1%
-18.0pts
Annualized ROE excluding the mark to market impact of the option on own shares
23.0%
16.6%
6.4pts
0.2%
17.5%
-17.2pts
Net income3,4
233
162
43.2%
4
812
-99.5%
Net income4 excluding the mark to market impact of the option on own shares
235
179
31.4%
11
780
-98.6%
Economic value5,6
8,615
9,213
-6.5%
8,615
9,213
-6.5%
Shareholders' equity
4,524
4,723
-4.2%
4,524
4,723
-4.2%
Contractual Service Margin (CSM)6
4,091
4,490
-8.9%
4,091
4,490
-8.9%
1: GWP is not a metric defined under the IFRS 17 accounting framework (non-GAAP metric); 2: Including revenues on financial contracts reported under IFRS 9; 3: Taking into account the mark to market impact of the option on own shares. Q4 2024 impact of EUR-3 million before tax, FY 2024 impact of EUR -9 million before tax. 4: Consolidated net income, Group share; 5. Defined as the sum of the shareholder's equity and the Contractual Service Margin (CSM); 6: Net of tax. A notional tax rate of 25% is applied to the CSM.
2 - P&L key figures Q4 2024
In EUR million (at current exchange rates)
Q4 2024
Q4 2023
Variation
FY 2024
FY 2023
Variation
Insurance revenue
3,984
3,832
4.0%
16,126
15,922
+1.3%
P&C insurance revenue
1,929
1,940
-0.5%
7,639
7,496
+1.9%
L&H insurance revenue
2,055
1,892
8.6%
8,487
8,426
+0.7%
Gross written premiums1
5,049
4,927
2.5%
20,064
19,371
+3.6%
P&C gross written premiums
2,508
2,362
6.2%
9,869
9,452
+4.4%
L&H gross written premiums
2,541
2,565
-0.9%
10,195
9,919
+2.8%
Investment income on invested assets
195
206
-5.3%
800
711
+12.5%
Operating results
291
350
-17.0%
298
1,366
-78.2%
Net income2,3
233
162
43.2%
4
812
-99.5%
Net income2 excluding the mark to market impact of the option on own shares
235
179
31.4%
11
780
-98.6%
Earnings per share3 (EUR)
1.30
0.91
42.9%
0.02
4.54
-99.6%
Earnings per share (EUR) excluding the mark to market impact of the option on own shares
1.31
1.00
31.0%
0.06
4.35
-98.6%
Operating cash flow
197
588
-66.5%
903
1,480
-39.0%
1: GWP is not a metric defined under the IFRS 17 accounting framework (non-GAAP metric); 2: Consolidated net income, Group share; 3: Taking into account the mark to market impact of the option on own shares. Q4 2024 impact of EUR -3 million before tax, FY 2024 impact of EUR -9 million before tax.
3 - P&L key ratios Q4 2024
Q4 2024
Q4 2023
Variation
FY 2024
FY 2023
Variation
Return on invested assets 1,2
3.3%
3.7%
-0.4pts
3.5%
3.2%
+0.3pts
P&C combined ratio 3
83.1%
75.6%
+7.5pts
86.3%
85.0%
+1.3pts
Annualized ROE4
22.8%
15.0%
+7.8pts
0.1%
18.1%
-18.0pts
Annualized ROE excluding the mark to market impact of the option on own shares
23.0%
16.6%
+6.4pts
0.2%
17.5%
-17.2pts
Economic Value growth5
n.a.
n.a.
n.a.
-6.3%
8.6%
-14.9pts
1: Annualized; 2: In Q4 2024 and FY 2024, fair value through income on invested assets excludes respectively EUR -3 million and EUR -9 million pre-tax mark to market impact of the fair value of the option on own shares granted to SCOR; 3: The combined ratio is the sum of the total claims, the total variables commissions, and the P&C attributable management expenses, divided by the net insurance revenue for P&C business; 4: Taking into account the mark to market impact of the option on own shares. Q4 2024 impact of EUR -3 million before tax, FY 2024 impact of EUR -9 million before tax; 5: Not annualized. Growth at constant economic assumptions and excluding the mark to market impact of the option on own shares. The starting point is adjusted for the dividend of EUR 1.8 per share (EUR 324 million in total) for the fiscal year 2023, paid in 2024. Economic Value defined as the sum of the shareholders' equity and the Contractual Service Margin (CSM), net of tax. A notional tax rate of 25% is applied to the CSM.
4 - Balance sheet key figures as of 31 December 2024
In EUR million (at current exchange rates)
As of31 December 2024
As of31 December 2023
Variation
Total invested assets1
24,155
22,914
+5.4%
Shareholders' equity
4,524
4,723
-4.2%
Book value per share (EUR)
25.22
26.16
-3.6%
Economic Value2
8,615
9,213
-6.5%
Economic Value per share (EUR)3
48.03
51.18
-6.2%
Financial leverage ratio4
24.5%
21.2%
+3.3pts
Total liquidity5
2,466
2,234
+10.4%
1: Excluding third-party net insurance business investments; 2: The Economic Value (defined as the sum of the shareholders' equity and the Contractual Service Margin (CSM), net of tax) includes minority interests; 3: The Economic Value per share excludes minority interests; 4: The leverage ratio is calculated as the percentage of subordinated debt compared to the sum of Economic Value and subordinated debt in IFRS 17; 5: Including cash and cash equivalents and short-term investments.
*
* *
SCOR, a leading global reinsurer As a leading global reinsurer, SCOR offers its clients a diversified and innovative range of reinsurance and insurance solutions and services to control and manage risk. Applying 'The Art & Science of Risk', SCOR uses its industry-recognized expertise and cutting-edge financial solutions to serve its clients and contribute to the welfare and resilience of society. The Group generated premiums of EUR 20.1 billion in 2024 and serves clients in more than 150 countries from its 37 offices worldwide. For more information, visit: www.scor.com
Media Relations Alexandre Garciamedia@scor.com Investor RelationsThomas FossardInvestorRelations@scor.com Follow us on LinkedIn All content published by the SCOR group since January 1, 2024, is certified with Wiztrust. You can check the authenticity of this content at wiztrust.com.General
Numbers presented throughout this press release may not add up precisely to the totals in the tables and text. Percentages and percent changes are calculated on complete figures (including decimals); therefore, this press release might contain immaterial differences in sums and percentages due to rounding. Unless otherwise specified, the sources for the business ranking and market positions are internal.
Forward-looking statements
This press release includes forward-looking statements, assumptions, and information about SCOR's financial condition, results, business, strategy, plans and objectives, including in relation to SCOR's current or future projects.
These statements are sometimes identified by the use of the future tense or conditional mode, or terms such as 'estimate', 'believe', 'anticipate', 'expect', 'have the objective', 'intend to', 'plan', 'result in', 'should' and other similar expressions.
It should be noted that the achievement of these objectives, forward-looking statements, assumptions and information is dependent on circumstances and facts that may or may not arise in the future.
No guarantee can be given regarding the achievement of these forward-looking statements, assumptions and information. These forward-looking statements, assumptions and information are not guarantees of future performance. Forward-looking statements, assumptions and information (including on objectives) may be impacted by known or unknown risks, identified or unidentified uncertainties and other factors that may significantly alter the future results, performance and accomplishments planned or expected by SCOR.
In particular, it should be noted that the full impact of the economical and geopolitical risks on SCOR's business and results cannot be accurately assessed.
Therefore, any assessments, any assumptions and, more generally, any figures presented in this press release will necessarily be estimates based on evolving analyses, and encompass a wide range of theoretical hypotheses, which are highly evolutive.
Information regarding risks and uncertainties that may affect SCOR's business is set forth in the 2023 Universal Registration Document filed on March 20, 2024, under number D.24-0142 with the French Autorité des marchés financiers (AMF) posted on SCOR's website www.scor.com.
In addition, such forward-looking statements, assumptions and information are not 'profit forecasts' within the meaning of Article 1 of Commission Delegated Regulation (EU) 2019/980.
SCOR has no intention and does not undertake to complete, update, revise or change these forward-looking statements, assumptions and information, whether as a result of new information, future events or otherwise.
Financial information
The Group's financial information contained in this press release is prepared on the basis of IFRS and interpretations issued and approved by the European Union.
Unless otherwise specified, prior-year balance sheet, income statement items and ratios have not been reclassified.
The calculation of financial ratios (such as return on invested assets, regular income yield, return on equity and combined ratio) is detailed in the Appendices of the presentation related to the financial results for the full year 2024 (see pages 25-61). The financial results for the full year 2024 included in this press release have been audited by SCOR's statutory auditors. Unless otherwise specified, all figures are presented in Euros.
Any figures or financial results for a period subsequent to December 31, 2024 should not be taken as a forecast of the expected financials for these periods.
The solvency ratio is not audited by SCOR's statutory auditors. The Group solvency final results are to be filed to supervisory authorities by April 2025 and may differ from the estimates expressed or implied in this press release
1 Adjusted by excluding the mark to market impact of the option on own shares.
2 Includes revenues on financial contracts reported under IFRS 9.
3 Defined as the sum of the shareholders' equity and the Contractual Service Margin (CSM), net of tax. 25% notional tax rate applied on CSM.
4 Growth at constant economic assumptions as of 31 December 2023, excluding the mark to market impact of the option on own shares.
5 Excluding the mark to market impact of the option on own shares, and the impacts of the 2024 L&H assumption review and the Q3 true-up on identified arbitration positions.
6 Solvency ratio estimated after taking into account the proposed dividend of EUR 1.8 per share for the fiscal year 2024.
7 Includes the CSM on new treaties and change in CSM on existing treaties due to new business (i.e. new business on existing contracts).
8 Applied to the closing CSM (before amortization) at the half year or the full year.
9 Excluding the mark to market impact of the option on own shares. Q4 2024 impact of EUR -3 million before tax.
10 Reinvestment rate is based on Q4 2024 asset allocation of yielding asset classes (i.e. fixed income, loans and real estate), according to current reinvestment duration assumptions. Yield curves & spreads as of 31/12/2024.
11 As of 31 December 2024. Including current cash balances and future coupons and redemptions.Attachment
202503_SCOR_Press+Release_03_Q4+2024_EN+Wiztrust
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Acquisition Overview DIV and its wholly-owned subsidiary Cheeb Royalties Limited Partnership ('Cheeb LP') entered into an acquisition agreement dated June 17, 2025 (the 'Acquisition Agreement') with Cheba Hut and an affiliate of Cheba Hut pursuant to which Cheeb LP acquired (the 'Acquisition') Cheba Hut's worldwide trademarks portfolio and certain other intellectual property rights utilized by Cheba Hut in its fast casual, toasted sub sandwich restaurants (the 'Cheba Rights') for a purchase price (the 'Purchase Price'), of US$36 million cash. The Purchase Price was funded with (i) approximately US$18 million drawn from DIV's amended acquisition facility (further details below) (the 'Acquisition Facility'), (ii) approximately US$8 million from DIV's cash on hand, (iii) US$5 million drawn from a new senior credit facility issued to Cheeb LP (the 'Cheeb Credit Facility'), and (iv) US$5 million drawn from a new senior term credit facility issued to DIV (the 'Additional Term Facility'). Immediately following the closing of the Acquisition, DIV licensed the Cheba Rights in the United States back to Cheba Hut for 50 years, in exchange for an initial royalty payment of US$4 million per annum (the 'Royalty' and together with the Acquisition, the 'Transaction'). The Royalty will be automatically increased at a rate equal to the greater of 3.5% and the U.S. CPI + 1.5% per year without any further consideration payable by DIV or Cheeb LP. Cheba Hut may also increase the annual royalty payable on April 1st of each year following the closing (each an 'Adjustment Date') subject to Cheba Hut satisfying certain royalty coverage tests. The amount of each royalty increase cannot be less than US$500,000 per annum and must, in respect of amounts over that threshold, be in increments of US$100,000 per annum. In consideration for a royalty increase on an Adjustment Date, Cheeb LP will pay an amount to Cheba Hut in cash, based on a multiple between 7 and 8 times (depending on certain conditions being met) the incremental annual royalty purchased, as additional consideration for the Cheba Rights. Payment of the Royalty will be secured by a general security agreement granted by Cheba Hut to Cheeb LP, and by secured corporate guarantees to be granted to Cheeb LP by several affiliates of Cheba Hut. The Acquisition is expected to increase DIV's tax pools by approximately $51 million to a total of approximately $424 million, which can be depreciated over time to reduce DIV's cash taxes. Amounts paid for incremental annual royalties will also increase DIV's tax pools. Founded in 1998, Cheba Hut has 77 fast casual, toasted sub sandwich restaurants in the US. All of Cheba Hut's locations are franchised, except for two corporate stores and substantially all future growth is currently expected to result from opening additional franchised locations. Cheba Hut had US$149 million of system sales2 and SSSG2 of 5% in 2024. Cheba Hut is forecasting over US$187 million in system sales2 in the fiscal year ended December 31, 2025. 2. System sales and same store sales growth (SSSG) are supplementary financial measures and as such, do not have standardized meanings under IFRS. For additional information, refer to 'Non-IFRS Measures' in this news release. Sean Morrison, Chief Executive Officer of DIV, stated, 'The Cheba Hut trademark acquisition and royalty agreement adds a ninth royalty stream to DIV's portfolio, representing approximately 7% of DIV's pro-forma adjusted revenue3 and is another step in our strategy of purchasing royalties from a diverse group of proven multi-location businesses and franchisors. We believe Cheba Hut's impressive track record of growth is a result of its strong store-level economics, quality of its franchisees and experience of its management team. Scott Jennings, the founder of Cheba Hut, and his management team represent a great partner for DIV, as they strongly believe in the continued success of Cheba Hut over the long term and therefore partnering with DIV was far superior to selling equity ownership. We look forward to working with Scott and Cheba Hut's management team to continue expanding the business across the U.S. DIV has worked to promote its royalty model in the U.S. market and now, with its second US-based royalty transaction, is building significant momentum in that market. Such continued momentum in the U.S. franchisor market will become significant to DIV as it scales its business going forward. Further, DIV's strong balance sheet (cash on hand, under-levered existing royalty LP's, an unused acquisition facility) enabled it to fund the Transaction without the need to raise equity. DIV's less than 100% payout ratio4, automated DRIP program and ability to refinance existing LP's will enable it to substantially pay down the acquisition facility within 12 months. This is a game-changer for DIV as all prior trademarks acquisitions have been funded concurrently, or shortly thereafter, with a sizeable equity raise.' Scott Jennings, stated, 'DIV understands and believes that leaving us in control of our company keeps us in the best position to sustain our controlled growth. In addition, we can continue to take care of our product, partners, crew, and most importantly our CUSTOMERS the way we have for the last 27 years. We thank DIV for believing in Cheba Hut and helping us stay in excellent position to keep our soul intact for the next 50 years and beyond!!!' 3. 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The Cheeb Credit Facility is secured by the Cheba Rights and the Royalty payable by Cheba Hut, and has covenants customary for this type of a credit facility. DIV financed approximately US$18 million of the Purchase Price from the Acquisition Facility as amended and described above. The approximately US$18 million drawn on the Acquisition Facility is interest-only for twelve months and thereafter amortizes over a 60-month period. In connection with the Transaction, DIV financed US$5 million of the Purchase Price from an Additional Term Facility of US$5 million with a term of approximately 18 months. The Additional Term Facility is non-amortizing and has a floating interest rate based on SOFR plus a spread based on prevailing market rates. The Additional Term Facility is secured by a general security interest over the assets of the Corporation and, if requested by the lender, may be secured by specific assignments of certain material agreements entered into by the Corporation from time to time, and has covenants customary for this type of credit facility. DIV intends to pay down the Acquisition Facility through a combination of cash flows, debt refinancings and/or capital markets transactions. Dividend Policy Increase DIV's board of directors has approved an increase in DIV's dividend policy to increase its annualized dividend from 25.0 cents per share to 27.5 cents per share effective July 1, 2025, an increase of 10%. DIV estimates its pro-forma payout ratio4 will be approximately 94.9% (pro-forma payout ratio, net of DRIP is approximately 83.0%)4. 4. Pro-forma payout ratio and pro-forma payout ratio, net of DRIP are non-IFRS ratios, and as such, do not have standardized meanings under IFRS. For additional information, refer to 'Non-IFRS Measures' in this news release. Investor Conference Call Management of DIV will host a conference call on Wednesday, June 18, 2025, at 7:00 am Pacific Time (10:00 am Eastern Time). To participate by telephone across Canada, call toll free at 1 (800) 717-1738 or 1 (289) 514-5100 (conference ID 02753). The presentation will be followed by a question-and-answer session. An archived telephone recording of the call will be available until Wednesday, September 17, 2025, by calling 1 (888) 660-6264 or 1 (289) 819-1325 (playback passcode: 02753 #). The management presentation for the conference call will be available on DIV's website prior to the call. Alternatively, the link to the webcast of the conference can be found below: About Diversified Royalty Corp. DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV's objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors. DIV currently owns the Mr. Lube + Tires, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions, BarBurrito and Cheba Hut trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada's largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada's leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive janitorial, building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada. Cheba Hut is a fast casual toasted sub sandwich franchise with locations across 19 U.S. states. DIV's objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows. Forward Looking Statements Certain statements contained in this news release may constitute 'forward-looking information' or 'financial outlook' within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information or financial outlook. The use of any of the words 'anticipate', 'continue', 'estimate', 'expect', 'intend', 'may', 'will', 'project', 'should', 'believe', 'confident', 'plan' and 'intends' and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information or financial outlook in this news release includes, but are not limited to, statements made in relation to: the increase in DIV's annual dividend; statements related to the expected tax implications of the Acquisition on DIV; substantially all future growth for Cheba Hut is currently expected to result from opening additional franchised locations; Cheba Hut's forecasted system sales in the fiscal year ended December 31, 2025; the expected financial impact of the Transaction on DIV, including on its pro-forma payout ratio, pro-forma payout ratio, net of DRIP and pro-forma adjusted revenue; DIV intends to pay down the Acquisition Facility through a combination of cash flows, debt refinancings and/or capital markets transactions; the continued expansion in the U.S. franchisor market and the expected effect on DIV and its business; DIV's intention to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time; and DIV's corporate objectives. The forward-looking information and financial outlook contained herein involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied therein. DIV believes that the expectations reflected in the forward-looking information and financial-outlook are reasonable but no assurance can be given that these expectations will prove to be correct. In particular there can be no assurance that: DIV will realize the expected benefits of the Transaction, or that it will be accretive; the actual tax implications of the Acquisition and the Transaction on DIV will be consistent with the tax implications expected by DIV; Cheba Hut will pay the Royalty and otherwise comply with its obligations under the agreements governing the Transaction; Cheba Hut will not be adversely affected by the other risks facing its business; DIV may not complete any further royalty acquisitions; DIV may not increase its dividend in accordance with the currently expected timing or amounts; DIV will be able to make monthly dividend payments to the holders of the DIV common shares; or DIV will achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information and financial outlook included in this news release are not guarantees of future performance, and such forward-looking information and financial outlook should not be unduly relied upon. More information about the risks and uncertainties affecting DIV's business and the businesses of its royalty partners can be found in the 'Risk Factors' section of its Annual Information Form dated March 24, 2025 and the 'Risk Factors' section of its management's discussion and analysis for the three months ended March 31, 2025 that are available under DIV's profile on SEDAR+ at . In formulating the forward-looking statements contained herein, management has assumed that, among other things, Cheba Hut will be successful in meeting its stated corporate objectives, including its growth targets; DIV will realize the expected benefits of the Transaction; the Cheba Hut business will not suffer any material adverse effect; the actual tax implications of the Acquisition, the Transaction and the payment of the Royalty will be consistent with the tax implications expected by DIV; and the business and economic conditions affecting DIV and Cheba Hut will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect. To the extent any forward-looking information in this news release constitute a 'financial outlook' within the meaning of applicable securities laws, such information is being provided to assist investors in understanding the potential financial impact of the Transaction, the Cheeb Credit Facility, the Additional Term Facility and the dividend increase and may not appropriate for other purposes. All of the forward-looking information and financial outlook disclosed in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments contemplated thereby will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, DIV contemplated by such forward-looking information and financial outlook contained herein. The forward-looking information and financial outlook included in this news release is made as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law. Non-IFRS Measures Management believes that disclosing certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures provides readers with important information regarding the Corporation's financial performance and its ability to pay dividends, the performance of its royalty partners and the financial impacts to DIV of the Transaction. By considering these measures in combination with the most closely comparable IFRS measure, management believes that investors are provided with additional and more useful information about the Corporation, its royalty partners and the Transaction than investors would have if they simply considered IFRS measures alone. The non-IFRS financial measures, non-IFRS ratios and supplementary financial measures used in this news release do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as a substitute or an alternative to net income or cash flows from operating activities as determined in accordance with IFRS. The non-IFRS financial measure used in this news release is pro-forma adjusted revenue, which includes as components the following non-IFRS financial measures: DIV royalty entitlement, adjusted revenue and run-rate adjusted revenue. Run-rate adjusted revenue is calculated as the sum of DIV's adjusted revenue for each of the three months ended December 31, 2024 and March 31, 2025, multiplied by two for purposes of annualizing such amount, plus the amount of Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025. Pro-forma adjusted revenue is calculated as the run-rate adjusted revenue plus the amount of the initial adjusted revenue contribution payable by Cheba Hut. DIV management believes run-rate adjusted revenue provides useful information as it provides supplemental information regarding DIV's consolidated revenues, and pro-forma adjusted revenue provides useful information as it provides supplemental information regarding DIV's consolidated revenues after giving effect to the Transaction. For an explanation of the composition of DIV royalty entitlement and adjusted revenue, including a reconciliation to the most directly comparable IFRS measure, see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025, copies of which are available under DIV's profile on SEDAR+ at , which is incorporated by reference herein. The following table reconciles revenue for the three months ended December 31, 2024 and March 31, 2025 to pro-forma adjusted revenue and run-rate adjusted revenue: 1) Adjustment for Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025, assuming incremental annual net system sales (system sales is a non-IFRS supplementary measure and as such, does not have a standardized meaning under IFRS - see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025) of $8.4 million, multiplied by 7.95% royalty rate 2) Cheba Hut contribution is calculated as the initial adjusted revenue contribution of USD$4,000,000 payable by Cheba Hut, multiplied by a USD to CAD exchange rate of $1.4:1 The non-IFRS ratios used in this news release are pro-forma payout ratio and pro-forma payout ratio, net of DRIP, which include as components the following non-IFRS financial measures: EBITDA, normalized EBITDA, distributable cash, run-rate distributable cash, pro-forma distributable cash, pro-forma dividends declared and DIV royalty entitlement net of NND Royalties LP expenses. Run-rate distributable cash is calculated as the sum of DIV's distributable cash for each of the three months ended December 31, 2024 and March 31, 2025, multiplied by two for purposes of annualizing such amount, plus the after-tax amount of Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025, less adjustments for interest income and current tax. Pro-forma distributable cash is calculated as run-rate distributable cash plus the amount of the initial adjusted revenue contribution payable by Cheba Hut, less incremental operating expenses, interest expenses and taxes. DIV management believes run-rate distributable cash provides useful information as it provides supplemental information regarding DIV's ability to generate cash available for payment of dividends after adjusting for non-recurring expenses and pro-forma distributable cash provides useful information as it provides supplemental information regarding DIV's ability to generate cash available for payment of dividends after giving effect to the Transaction. Pro-forma dividends declared is calculated as DIV's new annualized dividend of $0.275 per share multiplied by the number of DIV common shares issued and outstanding as of March 31, 2025. Pro-forma dividends declared is used to calculate the pro-forma payout ratio, and thus management believes that it provides useful information as to DIV's expected future aggregate annualized dividend payments. Pro-forma payout ratio is calculated as pro-forma dividends declared divided by pro-forma distributable cash. Pro-forma payout ratio, net of DRIP is calculated as the difference of (X) pro-forma dividends declared less (Y) dividends paid by DIV in the form of DIV common shares issued under DIV's dividend reinvestment plan (' DRIP ') at an estimated participation rate of 12.5%, divided by pro-forma distributable cash. For an explanation of the composition of EBITDA, normalized EBITDA, distributable cash and DIV royalty entitlement net of NND Royalties LP expenses, including a reconciliation to the most directly comparable IFRS measure, see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025, copies of which are available under DIV's profile on SEDAR+ at , which is incorporated by reference herein. DIV management believes that (i) pro-forma payout ratio provides useful information as it provides supplemental information regarding DIV's ability to generate cash to pay dividends following the completion of the Transaction and the increase to the dividend, and (ii) pro-forma payout ratio, net of DRIP provides useful information as it provides supplemental information regarding DIV's ability to generate cash to pay dividends following the completion of the Transaction and the increase to the dividend after adjusting for dividends paid by DIV in the form of DIV common shares issued under the DRIP. The following table reconciles net income for the three months ended December 31, 2024 and March 31, 2025, to run-rate distributable cash and pro-forma distributable cash and illustrates the calculation of pro-forma payout ratio and pro-forma payout ratio, net of DRIP: 1) Adjustment for Mr. Lube's roll-in of royalties from 5 net new store locations on May 1, 2025, assuming incremental annual net system sales (system sales is a non-IFRS supplementary measure and as such, does not have a standardized meaning under IFRS - see the disclosure under the heading 'Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures' in DIV's management discussion and analysis for the three months and year ended December 31, 2024 and three months ended March 31, 2025) of $8.4 million, multiplied by 7.95% royalty rate, less marginal income taxes assumed at 27% 2) Cheba Hut contribution is calculated as the initial adjusted revenue contribution of USD$4,000,000, multiplied by a USD to CAD exchange rate of $1.4:1, less incremental operating expenses of $50,000, interest expense of $1,890,000 and taxes of $586,000 3) Calculated as the number of DIV common shares issued and outstanding as of March 31, 2025 (167,567,468) multiplied by the new annualized dividend of $0.275 per share 4) Calculated as pro-forma dividends declared, multiplied by 1 minus the effective DRIP rate of 12.5% System Sales is a supplementary financial measure and is a reference to the top-line sales revenue reported to Cheba Hut by all Cheba Hut franchisees. System sales is a supplementary financial measure and does not have a standardized meaning prescribed by IFRS. The Corporation believes system sales is a useful measure as it provides investors with an indication of performance of the franchisees underlying Cheba Hut's business. Same store sales growth or SSSG is a supplementary financial measure and is a reference to the percentage increase in system sales over the prior comparable period for Cheba Hut locations that were in operation in both the current and prior periods, excluding stores that were permanently closed. The Corporation believes that SSSG is a useful measure as it provides investors with an indication of the change in year-over-year sales of Cheba Hut locations. Third Party Information This news release includes information obtained from third party reports and other publicly available sources as well as financial statements and other reports provided to DIV by its royalty partners and Cheba Hut. Although DIV believes these sources to be generally reliable, such information cannot be verified with complete certainty. Accordingly, the accuracy and completeness of this information is not guaranteed. DIV has not independently verified any of the information from third party sources referred to in this news release nor ascertained the underlying assumptions relied upon by such sources. THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE. Additional Information Additional information relating to the Corporation and other public filings, is available on SEDAR+ at . Contact: Sean Morrison, President and Chief Executive Officer Diversified Royalty Corp. (236) 521-8470 Greg Gutmanis, Chief Financial Officer and VP Acquisitions Diversified Royalty Corp. (236) 521-8471
Business Wire
7 hours ago
- Business Wire
SES Successfully Prices €1 Billion Dual-Tranche Bond Offering with Strong 5.5x Oversubscription
LUXEMBOURG--(BUSINESS WIRE)--NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES), OR TO ANY US PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933), OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. SES S.A. today announced the successful launch and pricing of a dual-tranche note offering in which the company has agreed to sell senior unsecured fixed rate notes under its €5,500,000,000 EMTN Programme (the "Notes"). Settlement is expected to take place on 24 June 2025: EUR 500 million of Notes will bear a coupon of 4.125% due in 2030. EUR 500 million of Notes will bear a coupon of 4.875% due in 2033. SES is rated Baa3, negative outlook by Moody's and BBB, negative outlook by Fitch. SES shall apply the net proceeds of the Notes towards its general corporate purposes, including, without limitation (i) financing all or part of the purchase price of the acquisition of Intelsat Holdings S.A. ('Intelsat' and Intelsat and its subsidiaries being the 'Intelsat Group') (the 'Acquisition') (including the payment of fees, costs and expenses in relation to the Acquisition) and/or (ii) refinancing existing indebtedness of the Group and/or (following closing of the Acquisition) the Intelsat Group. Promptly following the Issue Date, SES intends to cancel the bridge facility in relation to the Acquisition in an amount at least equal to the net proceeds of the Notes. SES also announces that, to further optimise the debt structure of the combined entity following the Acquisition, it intends to redeem (in aggregate) up to US$ 3 billion of the 6.500% First Lien Senior Secured Notes due 2030 issued by Intelsat Jackson Holdings SA ("SSNs") on, and conditional upon, closing of the Acquisition and settlement of the Notes. This will be achieved by the redemption of part or all of the SSNs in accordance with the optional redemption provisions governing the SSNs. Additionally, SES may from time to time conduct open market purchases of the SSNs. Deutsche Bank and Morgan Stanley acted as Global Coordinators and Joint Bookrunners, together with Goldman Sachs International, ING, J.P. Morgan, Société Générale as Joint Bookrunners. The settlement is scheduled for 24 June 2025 and application has been made for the Notes to be listed on the Luxembourg Stock Exchange. The securities were placed with a broad range of institutional investors across Europe and Americas region. The successful, pricing of €1 billion dual-tranche bond offering, provides SES enhanced financial flexibility which in combination with an existing strong balance sheet gives SES sufficient liquidity to cover upcoming maturities. This reflects SES's disciplined financial policy and commitment to investment grade metrics and sets the combined company on a strong footing for long-term balance sheet strength. Sandeep Jalan, outgoing CFO of SES commented: 'We are delighted with the successful conclusion of this bond note offering, which reflects the market's strong confidence in SES as a quality investment grade credit. The impressive 5.5x oversubscription of the order book demonstrates the deep commitment of investors to SES's strategic vision and long-term value creation. With the anticipated closing of the Intelsat transaction in H2 of 2025, this marks the final step in our market access related to the financing of the Intelsat acquisition—an important milestone in our growth journey.' About SES SES has a bold vision to deliver amazing experiences everywhere on Earth by distributing the highest quality video content and providing seamless data connectivity services around the world. As a provider of global content and connectivity solutions, SES owns and operates a geosynchronous earth orbit (GEO) fleet and medium earth orbit (MEO) constellation of satellites, offering a combination of global coverage and high-performance services. By using its intelligent, cloud-enabled network, SES delivers high-quality connectivity solutions anywhere on land, at sea or in the air, and is a trusted partner to telecommunications companies, mobile network operators, governments, connectivity and cloud service providers, broadcasters, video platform operators and content owners around the world. The company is headquartered in Luxembourg and listed on Paris and Luxembourg stock exchanges (Ticker: SESG). Further information is available at:
Yahoo
8 hours ago
- Yahoo
Tech recruiter settles DOJ claim alleging it favored H-1B holders over US workers
This story was originally published on HR Dive. To receive daily news and insights, subscribe to our free daily HR Dive newsletter. California tech recruiter Epik Solutions agreed to pay $71,916 to resolve allegations by the U.S. Department of Justice that it violated the Immigration and Nationality Act by discriminating against U.S. workers in favor of foreign H-1B visa holders, DOJ announced June 10. The charges came after investigators from DOJ's Immigration and Employee Rights section, a component of the agency's civil rights division, found that, allegedly without legal justification, Epik Solutions placed numerous job ads stating that certain positions were open only to applicants with H-1B visas, according to the settlement agreement. 'A top priority of the Justice Department's Civil Rights Division is protecting American workers from unlawful discrimination in favor of visa workers. Companies engaging in such discrimination are on notice that the days of the federal government looking the other way on American workforce protection are over,' Assistant Attorney General for Civil Rights Harmeet K. Dhillon stated in the announcement. The settlement highlights the broad scope of the Trump administration's efforts to crack down on illegal immigration, particularly as it relates to alleged anti-American bias in U.S. workplaces. This can get complicated for employers because it requires them to be on top of several – sometimes intersecting — laws and regulations, which are often enforced by different federal agencies. For instance, in 1990, an amendment to the INA created the H-1B classification for foreign workers to be temporarily hired in the U.S. for specialty occupations, according to a U.S. Department of Labor fact sheet. The intent was to help employers who couldn't obtain needed business skills and abilities from the U.S. workforce, the fact sheet explains. However, to protect both U.S. employees from being adversely affected by the employment of H-1B workers and the H-1B workers themselves, employers must attest to DOL that they will meet certain standards when employing H-1B workers, including that they will adhere to specific pay requirements. The pay issue was at the crux of a December 2024 report from university researchers, estimating, based on DOL 2005 salary data publicly released in 2014, that the accounting firm Deloitte paid newly hired H-1B accountants 10% less than U.S. workers in similar roles. Deloitte countered that the researchers' data was incomplete and hadn't been validated. It said it complies with all immigration regulations, provides competitive wages and uses the visa program to complement its workforce with highly skilled professionals, many of who are graduates of U.S. colleges, to meet its business needs. Issues related to hiring H-1B workers can also arise under Title VII of the Civil Rights Act of 1964, which prohibits employment discrimination on the basis of national origin, Ogletree attorneys noted in a March analysis. The attorneys pointed to a February press release from EEOC Chair (then Acting Chair) Andrea Lucas advising employers the agency would prioritize 'protecting American workers from anti-American national origin discrimination.' To achieve this priority, Lucas said the EEOC planned to increase 'enforcement of employment anti-discrimination laws against employers [and staffing agencies] that illegally prefer non-American workers.' The Ogletree post also predicted the DOJ will step up its enforcement of the INA's employment-related provisions, which prohibit discrimination on the basis of citizenship status, including discrimination against U.S. citizens, the attorney said. According to the settlement in the Epik Solutions case, DOJ said it has reasonable cause to believe the company — through its job ads — engaged in citizenship discrimination against U.S. workers. Under the agreement, Epik Solutions must provide training to any employee, recruiter, contractor or agent involved in its recruiting, referral, hiring or employment eligibility process on how to avoid discrimination prohibited under the INA. Epik Solutions also may not agree to a client's request or preference to exclude protected workers from employment opportunities unless it obtains written proof from the client demonstrating the legality of the request, the settlement states. Recommended Reading California acts on noncompetes, caste discrimination
