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Yahoo
6 days ago
- Business
- Yahoo
Alicorp S.A.A. Announces Tender Offer For Any and All of Its Outstanding 6.875% Senior Notes Due 2027
CALLAO, Peru, June 3, 2025 /PRNewswire/ -- Alicorp S.A.A. ("Alicorp") (Lima Stock Exchange: ALICORC1 and ALICORI1) announced today that it has commenced a tender offer for cash (the "Offer") for any and all of its outstanding 6.875% Senior Notes due 2027 (CUSIP Nos. 016234 AC0 and P0161K DW0) (the "Notes"). The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated June 3, 2025 (the "Offer to Purchase") and the related Notice of Guaranteed Delivery (as these terms are defined in the Offer to Purchase and, collectively, the "Offer Documents"). Capitalized terms used but not defined have the meanings assigned to them in the Offer to Purchase. The following table sets forth certain information relating to the Notes: Description of Security CUSIP No. ISIN Common Code Outstanding Principal Amount(1) Consideration(2) 6.875% Senior Notes due 2027 144A: 016234 AC0 Reg S: P0161K DW0 144A:US016234AC00 Reg S: USP0161KDW01 144A: 198461946 Reg S: 198461962 S/ 1,395,760,000 S/ 1,015 (1) The outstanding principal amount is subject to a pool factor (the "Pool Factor") following amortization pursuant to the terms and conditions of the Notes. The aggregate outstanding principal amount of the Notes following such amortization is S/ 930,506,666.67 as of the date of the Offer to Purchase. As of the date of the Offer to Purchase, the Pool Factor is 0.66667. (2) Consideration in the form of cash per S/ 1,000 principal amount of Notes that are validly tendered (and not validly withdrawn), excluding accrued and unpaid interest on the Notes, which will be paid in addition to the Consideration. The Consideration will be paid following the application of the Pool Factor. The Consideration will be payable in U.S. dollars, as calculated by the Calculation Agent by translating the soles amount into U.S. dollars at the Average Representative Market Rate on the FX Determination Date, which for purposes of the Offer will be two Business Days prior to the Settlement Date. As set forth in the table above, subject to the terms and conditions of the Offer, holders of the Notes (each, a "Holder") must validly tender and not properly withdraw their Notes at or before 9:00 a.m., New York City time, on June 10, 2025, unless such date and time are extended or the Offer is earlier terminated by Alicorp in its sole discretion, subject to applicable law (such time and date, as may be extended or earlier terminated, the "Expiration Time") to receive S/ 1,015 for each S/ 1,000 in principal amount of Notes (the "Consideration"). Holders who wish to be eligible to receive the Consideration must validly tender and not validly withdraw their Notes at any time at or prior to the Expiration Time. Tendered Notes may be withdrawn at any time at or prior to the earlier of (i) the Expiration Time, (ii) if the Offer is extended, the 10th business day after commencement of the Offer and (iii) at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement. Alicorp anticipates that it will accept for purchase Notes validly tendered and not validly withdrawn at or before the Expiration Time and pay for such accepted Notes promptly following the Expiration Time (the "Settlement Date"). In addition to the Consideration, holders of Notes accepted for payment will receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Settlement Date. Alicorp reserves the right to amend, terminate or withdraw the Offer for the Notes, subject to disclosure and other requirements as and as required by applicable law. In the event of a termination or withdrawal of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The Offer is not conditioned upon the tender of any minimum principal amount of Notes. However, the Offer is subject to, and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase in respect of the Offer, including the Financing Condition, as described therein. Alicorp has engaged BBVA Securities Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC as the Dealer Managers for the Offer. Persons with questions regarding the Offer should contact BBVA Securities Inc. at (212) 728-1607 (Collect) or (800) 422-8692 Toll Free), BofA Securities, Inc. at (646) 855-8988 (Collect) or (888) 292-0070 (Toll Free), Goldman Sachs & Co. LLC at (212) 357-1452 (Collect) or (800) 828-3182 (Toll Free), and J.P. Morgan Securities LLC at (212) 834-7279 (Collect) or (866) 846-2874 (Toll Free). The complete terms and conditions of the Offer are described in the Offer Documents, copies of which are available at the following web address: or may also be obtained from D.F. King & Co., Inc. ("D.F. King"), the Information Agent and Tender Agent for the Offer, by contacting D.F. King at (877) 361-7972 (Toll-Fee) or (212) 269-5550 (Collect), or email alicorp@ This press release is not an offer to sell the Notes or any securities and it is not soliciting an offer to buy the Notes or any securities. Alicorp has neither obtained any commitments to purchase, nor entered into any agreements, to sell any securities. None of Alicorp, the Dealer Managers, the Tender Agent, the Information Agent or the Trustee for the Notes makes any recommendation in connection with the Offer. Please refer to the Offer Documents for a description of offer terms, conditions, disclaimers and other information applicable to the Offer. About AlicorpAlicorp is a leading Latin American producer, distributor and marketer of branded consumer products under three business segments: consumer goods; aquafeed; and B2B (business to business) branded products. Alicorp is headquartered in Peru, where it operates 29 manufacturing facilities, and has international operations in Ecuador, Chile, Bolivia and Honduras. Forward-Looking StatementsCertain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Alicorp's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Alicorp's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, Alicorp does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for management to predict all such factors. Contacts: Alicorp Argentina N° 4793, Carmen de la Legua ReynosoProvincia Constitucional del CallaoPeru+51 (1) 315-0800 View original content: SOURCE Alicorp S.A.A. 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Yahoo
30-05-2025
- Business
- Yahoo
Fannie Mae Announces Results of Tender Offer for Any and All of Certain CAS Notes
WASHINGTON, May 30, 2025 /PRNewswire/ -- Fannie Mae (OTCQB: FNMA) today announced the results of its fixed-price cash tender offers (each, an "Offer" and, collectively, the "Offers") for any and all of certain Connecticut Avenue Securities® (CAS) Notes listed in the table below (the "Notes") upon the terms and subject to the conditions set forth in the Offer to Purchase and related Notice of Guaranteed Delivery, each dated as of May 22, 2025 (collectively, the "Offer Documents"). Certain of the classes of Notes subject to the Offers were issued by the REMIC trusts identified in the table below (each, a "Trust"). Fannie Mae is the holder of the ownership certificate issued by each Trust and, as a result, the sole beneficial owner of each Trust. A total of approximately $1,798 million in original principal amount of Notes were validly tendered and not validly withdrawn on or before the designated expiration time for the Offers, which was 5:00 PM New York City time on May 29, 2025. The table below sets forth the original principal balance of the Notes, the percentage of original principal amount tendered, and the original principal amount tendered in the Offers. Name of Security REMIC Trust (if applicable) CUSIP ISIN Original Principal Balance1 Percentage of Original Principal Amount Tendered2 Original Principal Amount Tendered3 Connecticut Avenue Securities, Series 2017-C01, Class 1M-2 Notes N/A 30711XEP5 US30711XEP50 $154,854,281 99.55 % $154,154,281 Connecticut Avenue Securities, Series 2017-C02, Class 2M-2 Notes N/A 30711XGP3 US30711XGP33 $25,780,837 21.63 % $5,575,540 Connecticut Avenue Securities, Series 2017-C02, Class 2B-1 Notes N/A 30711XGQ1 US30711XGQ16 $102,914,000 0.19 % $200,000 Connecticut Avenue Securities, Series 2017-C04, Class 2M-2 Notes N/A 30711XLT9 US30711XLT99 $21,494,381 100.00 % $21,494,381 Connecticut Avenue Securities, Series 2017-C05, Class 1M-2 Notes N/A 30711XNX8 US30711XNX83 $144,160,661 97.95 % $141,205,661 Connecticut Avenue Securities, Series 2017-C05, Class 1B-1 Notes N/A 30711XNW0 US30711XNW01 $51,530,558 2.09 % $1,075,000 Connecticut Avenue Securities, Series 2017-C06, Class 1B-1 Notes N/A 30711XQW7 US30711XQW73 $44,547,596 21.45 % $9,555,000 Connecticut Avenue Securities, Series 2017-C07, Class 1M-2 Notes N/A 30711XUX0 US30711XUX01 $151,995,556 98.03 % $149,000,556 Connecticut Avenue Securities, Series 2018-C01, Class 1B-1 Notes N/A 30711XYW8 US30711XYW81 $60,864,671 95.44 % $58,086,912 Connecticut Avenue Securities, Series 2018-C03, Class 1M-2 Notes N/A 30711XJ70 US30711XJ702 $160,955,380 94.41 % $151,955,380 Connecticut Avenue Securities, Series 2018-C03, Class 1B-1 Notes N/A 30711XJ62 US30711XJ629 $99,111,000 35.81 % $35,494,000 Connecticut Avenue Securities, Series 2018-C05, Class 1M-2 Notes N/A 30711XY24 US30711XY248 $108,649,613 80.61 % $87,577,614 Connecticut Avenue Securities, Series 2018-C06, Class 1B-1 Notes N/A 30711X3M4 US30711X3M42 $64,944,000 11.51 % $7,475,000 Connecticut Avenue Securities, Series 2019-R03, Class 1B-1 Notes Connecticut Avenue Securities Trust 2019-R03 20753MAE8 US20753MAE84 $153,095,000 100.00 % $153,095,000 Connecticut Avenue Securities, Series 2022-R03, Class 1M-1 Notes Connecticut Avenue Securities Trust 2022-R03 20753XAA2 US20753XAA28 $484,882,000 96.04 % $465,668,000 Connecticut Avenue Securities, Series 2022-R04, Class 1M-1 Notes Connecticut Avenue Securities Trust 2022-R04 20753YCH3 US20753YCH36 $415,412,000 85.71 % $356,036,000 $2,245,191,534 80.07 % $1,797,648,3251 Represents the aggregate original principal amount of the applicable Class issued on the issue date thereof, less the aggregate original principal amount of such Class repurchased by the Company pursuant to one or more prior tender offers, if applicable. Does not include the original principal balance of the ineligible securities. The amounts have been adjusted to reflect reported exchange activity of RCR Notes or Exchangeable Notes into Notes eligible for tender initiated during the tender offer period. 2 Rounded to the nearest hundredth of a percent. 3 Original Principal Amount tendered includes $37,190,000 of Notes tendered using the Notice of Guaranteed Delivery. The settlement date for the Notes tendered and accepted for purchase in the Offers is expected to occur on June 2, 2025 (the "Settlement Date"). Any Notes tendered and accepted for purchase in the Offers using the Notice of Guaranteed Delivery are expected to be purchased on June 3, 2025. BofA Securities acted as the designated lead dealer manager and Wells Fargo Securities acted as the designated dealer manager for the Offers. Global Bondholder Services Corporation was engaged as the tender agent and information agent for the Offers. Related Links:CAS Notes Tender Offer Press ReleaseCAS Notes Tender Offer Frequently Asked Questions Follow Fannie Fannie Mae Newsroomhttps:// Photo of Fannie Maehttps:// Fannie Mae Resource Center1-800-2FANNIE This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of Fannie Mae, including the Notes. Nothing in this press release constitutes advice on the merits of buying or selling a particular investment. Any investment decision as to any purchase or sale of securities referred to herein must be made solely on the basis of information contained in the Offer Documents, and no reliance may be placed on the completeness or accuracy of the information contained in this press release. The Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by BofA Securities, Inc. or Wells Fargo Securities, LLC (as applicable) or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. You should not deal in securities unless you understand their nature and the extent of your exposure to risk. You should be satisfied that they are suitable for you in light of your circumstances and financial position. If you are in any doubt you should consult an appropriately qualified financial advisor. This release includes forward-looking statements, including statements relating to the timing and expected settlement and closing of the purchase of the Notes in a tender offer. These forward-looking statements are based on Fannie Mae's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may turn out to be different from these statements. Factors that may lead to different results are discussed in "Risk Factors," "Forward-Looking Statements," and elsewhere in the Offer Documents and the documents incorporated by reference therein. All forward-looking statements are made as of the date of this press release, and Fannie Mae assumes no obligation to update this information. Connecticut Avenue Securities is a registered mark of Fannie Mae. Unauthorized use of this mark is prohibited. View original content to download multimedia: SOURCE Fannie Mae Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
29-05-2025
- Business
- Yahoo
ORBIA ADVANCE CORPORATION, S.A.B. DE C.V. ANNOUNCES THE TENDER RESULTS AND EXPIRATION TIME OF ITS CASH TENDER OFFER FOR ANY AND ALL OF THE OUTSTANDING U.S.$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.000% SENIOR NOTES DUE 2027 (CUSIP NOS. 59284BAF5/P57908AG3)
MEXICO CITY, May 28, 2025 /PRNewswire/ -- Orbia Advance Corporation, S.A.B. de C.V., a sociedad anónima bursátil de capital variable, organized under the laws of the United Mexican States ("Orbia") announced today the tender results and expiration time of its previously announced tender offer to purchase for cash any and all of the outstanding 4.000% Senior Notes due 2027 issued by Orbia (the "Notes") (the "Tender Offer"), upon the terms and subject to the conditions set forth in the offer to purchase dated May 21, 2025 (the "Offer to Purchase") and in the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase. The expiration time for the Offer was 5:00 p.m., New York City time, May 28, 2025 (the "Expiration Time"). Orbia has been advised by D.F. King & Co., Inc., the tender and information agent for the Tender Offer (the "Tender and Information Agent"), that, as of the Expiration Time, US$425,249,000 in aggregate principal amount of Notes, or approximately 85.05% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. This amount includes US$878,000 aggregate principal amount of Notes tendered pursuant to a Notice of Guaranteed Delivery, which remain subject to delivery under the terms of the Tender Offer. Settlement of the Tender Offer is expected to occur on or about June 2, 2025 (the "Settlement Date"). The following table sets forth certain information relating to the Tender Offer: Notes CUSIP and ISINNumber(s) Principal AmountOutstanding Consideration per U.S.$l,000 Outstanding Principal Amount* 4.000% Senior Notes due 2027 CUSIP: 59284BAF5/P57908AG3 ISIN: US59284BAF58/USP57908AG32 U.S.$500,000,000 U.S.$1,000 ___________________ * The Consideration for the Notes will be paid together with Accrued Interest from the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below). Upon the terms and subject to the conditions of the Tender Offer set forth in the Offer Documents, all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase and will be paid in full by Orbia on the Settlement Date and all Holders who validly tendered and did not validly withdraw their Notes at any time at or prior to the Expiration Time will receive the Consideration stated in the table above. Payment for Notes tendered and accepted for payment pursuant to a Notice of Guaranteed Delivery is expected to occur on the Settlement Date. Additionally, subject to the exceptions in the terms of the Notes, Orbia will pay additional amounts such that the Consideration and Accrued Interest received by Holders after withholding tax, if any, will be equal to the amount that would have been due had there been no withholding tax. Orbia's obligation to purchase Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase under "Conditions of the Tender Offer." Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender and Information Agent for the Tender Offer is D.F. King & Co., Inc. Additional contact information of the Tender and Information Agent is set forth below. D.F. King & Co., Inc. 48 Wall Street, 22nd FloorNew York, New York 10005 Banks and Brokers call: +1 (212) 269-5550 (collect)All others call toll-free: +1 (888) 628-9011E-mail: orbia@ Copies of each of the Offer Documents are available at the following web address: Any questions regarding the terms of the Tender Offer may be directed to the Dealer Manager and requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer. The Dealer Manager for the Tender Offer is: J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179United StatesAttention: Latin America Debt Capital MarketsCollect: +1 (212) 834-7279Toll-Free: +1 (866) 846-2874 This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of Orbia, the Guarantors, the Dealer Manager or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer. Orbia Advance Corporation, S.A.B. de de la Reforma 483, Piso 47, Colonia Cuauhtémoc, 06500Ciudad de México, MéxicoTel: +52 55 5366 4000E-mail: View original content: SOURCE Orbia Advance Corporation, S.A.B. de C.V. Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
23-05-2025
- Business
- Yahoo
Sodexo Inc. announces expiration and results 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 23, 2025 /PRNewswire/ -- Sodexo Inc. (the "Offeror") announces the results 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 expired at 5:00 p.m., New York City time, on May 22, 2025 (the "Expiration Deadline"). As of the Expiration Deadline, U.S.$172,290,000 of the U.S.$500,000,000 outstanding aggregate principal amount of the Securities had been validly tendered, and not validly withdrawn, pursuant to the Offer (no Securities were submitted pursuant to the guaranteed delivery procedures described in the 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")). Terms not defined in this announcement have the meanings given to them in the Tender Offer Documents. Certain information regarding the Securities and the Offer is set forth in the table below. Title of Security CUSIP / ISIN Principal Amount Outstanding Principal Amount Tendered1 Purchase Price 1.634% senior notes due 2026 144A: 833794 AA8 / US833794AA85 Reg S: U8336L AA6 / USU8336LAA62 U.S.$500,000,000 U.S.$172,290,000 U.S.$975.901 Principal amount of Securities validly tendered, and not validly withdrawn, pursuant to the Offer (no Securities were submitted pursuant to the guaranteed delivery procedures described in the Offer Documents) as of the Expiration Deadline. The Offeror intends to accept for purchase all Securities validly tendered and delivered, and not validly withdrawn, pursuant to the Offer, and to pay for such Securities on the settlement date for the Offer, which is expected to be May 28, 2025 (the "Settlement Date"). As previously announced, a Purchase Price of U.S.$975.90 will be payable for each U.S.$1,000 principal amount of such Securities. In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on such Securities up to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Offer. 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 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) modify or terminate the Offer or (iii) otherwise amend the Offer in any respect. This announcement is for informational purposes only. 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 Information and Tender Agent to inform themselves about and to observe any such restrictions. Citigroup Global Markets Limited, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC acted as the Dealer Managers for the Offer, and Kroll Issuer Services Limited acted as the Tender and Information Agent for the Offer. Questions regarding the Offer may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email at sodexo@ Additionally, the Offer material is available at 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 (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 (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@ 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@ 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. View original content: SOURCE Sodexo Inc.
Yahoo
22-05-2025
- Business
- Yahoo
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 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 Title of Security CUSIP / ISIN Principal Amount Outstanding U.S. Treasury Reference Security Fixed Spread (basis points) Bloomberg Reference Page Reference Yield Purchase Price 1.634% senior notes due 2026 144A: 833794 AA8 / US833794AA85 Reg S: U8336L AA6 / USU8336LAA62 U.S.$500,000,000 3.75% due April 15, 2026 (ISIN US91282CGV72) 25 bps PX3 4.195 % U.S.$975.90 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@ Additionally, the Offer material is available at 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 (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 (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@ 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@ 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. View original content: SOURCE Sodexo Inc. 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