Elior Group S.A. Announces the Results of Its Offer to Purchase for Cash Any and All of Its Outstanding Senior Notes Due 2026

PARIS LA DÉFENSE--(BUSINESS WIRE)--Regulatory News:

Elior Group S.A. (Paris:ELIOR):

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, OR TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

Elior Group S.A. (the “Company”), announced today the results of its cash tender offer (the “Tender Offer”) for any and all of its existing senior notes due 2026 (the “Existing Notes”), as further described in the tender offer memorandum dated January 20, 2025 (the “Tender Offer Memorandum”). The Tender Offer expired today at 4:00 p.m. London time. Capitalized terms used in this press release and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.

The Settlement Date of the Tender Offer is expected to be February 5, 2025, provided that all conditions to the occurrence of the Settlement Date have been satisfied or waived, including satisfaction or waiver of the New Financing Condition. On the Settlement Date, the Company will pay the Tender Consideration and the Accrued Interest Payment to the holders of the Existing Notes who have validly tendered for purchase their Existing Notes under the Tender Offer and whose tenders have been accepted.

The Company is pleased to announce the results of the Tender Offer as follows:

(i) the aggregate principal amount of Existing Notes validly tendered and accepted for purchase by the Company: €390,518,000.
(ii) the aggregate principal amount of Existing Notes outstanding following the Settlement Date: €159,482,000.

Existing Notes purchased by the Company pursuant to the Tender Offer are expected to be cancelled and will not be re-issued or resold.

The Tender Offer was directed only to those holders of the Existing Notes who are outside the United States transacting in an offshore transaction in accordance with Regulation S under the U.S. and otherwise able to participate lawfully in the invitation (and if they are resident in any member state of the EEA or the United Kingdom, who are not “retail investors” in the EEA or the United Kingdom).

Additional Information

The Tender Offer Memorandum will continue to be made available to holders of the Existing Notes through the Tender Agent until the Settlement Date:

Kroll Issuer Services Limited

The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: [phone]
Attention: David Shilson
Email: [e-mail]
Website: https://deals.is.kroll.com/eliorgroup

For other information, please contact:

The Dealer Managers

BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Tel: [phone]
Attention: Liability Management Group
[e-mail]

Crédit Agricole Corporate and Investment Bank
12 place des États-Unis
CS 70052 92547
Montrouge Cedex
France
Tel: [phone]
Attention: Liability Management
[e-mail]

Important notice

This press release constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016).

The Tender Offer was made only outside the United States in offshore transactions pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements

This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Company’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Company’s or its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Company’s or its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Company’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

About Elior Group

Founded in 1991, Elior Group is a world leader in contract catering and multiservices, and a benchmark player in the business & industry, local authority, education and health & welfare markets. With strong positions in eleven countries, the Group generated €6.053 million in pro forma revenue in fiscal 2023-2024. Our 133,000 employees cater for 3.2 million people every day at 20,200 restaurants and points of sale on three continents.

The Group’s business model is built on both innovation and social responsibility. Elior Group has been a member of the United Nations Global Compact since 2004, reaching advanced level in 2015.

To find out more, visit www.eliorgroup.com / Follow Elior Group on Twitter: @Elior_Group