Universal Registration Document - Fiscal 2024

Introduction

The coupon from bonds issued by Sodexo S.A. is payable each year on their anniversary date. The coupon from bonds issued by Sodexo, INC. is payable twice a year on April 16 and October 16.

The reduction in the nominal amount of the Group's bonds during the 2024 financial year by 800 million euros is explained by the repayments made by Sodexo SA:

  • in advance of the 300 million euro bond issued on May 22, 2018 (maturing in May 2025 and bearing interest at an annual rate of 1.125%) on November 10, 2023
  • at maturity of the 500 million euro bond (repayable at par on January 17, 2024 and bearing interest at an annual rate of 0.5%).

As a reminder, in July 2023, the Company launched a consent solicitation process in respect of its 4.4 billion euros of outstanding Euro and Sterling bonds, in order to obtain approval to proceed with the spin-off of Pluxee (the Benefits & Rewards Services activity). The proposal was approved for 7 of the 8 bond series. The consent solicitation for the 300 million euros 1.125% Notes due May 22, 2025 (the “May 2025 Notes”) was terminated and, on October 25, 2023, the Board of Directors resolved to redeem the May 2025 Notes and to publish the notice of early redemption on October 26, 2023. As a result, Sodexo redeemed the full principal amount of the outstanding May 2025 Notes on November 10, 2023.

None of the bond issues include any financial covenants.

12.4.3 Other borrowings
12.4.3.1 CREDIT FACILITIES

July 2011 multi-currency confirmed credit facility

On July 18, 2011, Sodexo S.A. contracted a multi-currency credit facility for a maximum of 600 million euros plus 800 million U.S. dollars, with an original maturity date of July 18, 2016. This facility has been amended on a number of occasions with the most recent amendment being in July 2024 (see note 1.4) with a new maturity date of July 2029, with two options to extend the maturity by one year each, up to July 3031. There is now one overall facility limit of 1,750 million euros that can be drawn in euro, U.S dollars and pound sterling. As part of the 2024 amendment, all three existing bilateral lines were cancelled and merged into this one credit facility.

The previous amendment also incorporated a sustainability clause that linked the credit facility cost to Sodexo’s ability to comply with its public commitment to reduce its food waste by 50% by 2025. This clause remains in the current facility up to 2025 and there is a rendezvous clause in the most recent amendment that ensures that Sodexo will update their commitments after 2025 and continue to link their public ESG commitments to the credit facility.

Amounts drawn on this facility carry floating interest indexed to EURIBOR, SOFR and SONIA rates. This credit facility is not subject to any covenants.

No amounts had been drawn down on the facility as of either August 31, 2024, nor as of August 31, 2023.

12.4.3.2 COMMERCIAL PAPER

Borrowings under the Sodexo S.A. and Sodexo Finance commercial paper programs are nil as of August 31, 2024 and of August 31, 2023.

12.4.4 Interest rates

In order to comply with the Group’s financing policy, substantially all borrowings are long term and at fixed interest rates.

As of August 31, 2024, 94% of the Group’s borrowings were at a fixed rate. The average rate of interest as of the same date was 1.8%.

As of August 31, 2023, 95% of the Group’s borrowings were at a fixed rate. The average rate of interest as of the same date was 1.7%.

The bond issues and borrowings from financial institutions described above include customary early redemption clauses. These clauses include cross-default and change-in-control clauses which apply to all of the borrowings.