Adecco Group successfully lengthens its debt maturity profileApril 07, 2011
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Adecco Group successfully lengthens its debt maturity profile
Zurich, Switzerland, April 7, 2011: Adecco Group, the worldwide leader in Human Resource services, announces today the final results and pricing of the tender and exchange offers, as well as the conditions for the new 7-year fixed rate notes. The final acceptance amount for the tender and exchange offers for the EUR 500 million 4.5% notes due 2013 and the EUR 500 million 7.625% notes due 2014 will be EUR 293 million. The nominal amount of the new 7-year fixed rate notes due 2018 is EUR 500 million with a coupon of 4.75%. The purpose of the transaction is to lengthen Adecco Group’s debt maturity profile and to take advantage of favourable market conditions.
Subsequent to the announcement dated March 31, 2011, the Adecco Group completed the pricing in respect of its exchange and tender offers, as well as for the new 7-year fixed rate notes, expected to be issued on the Settlement Date, April 14, 2011. Upon issuance by Adecco International Financial Services B.V. (the Issuer), and guarantee by Adecco S.A., of the new EUR 500 million 4.75% fixed rate notes due 2018, Adecco Group will have successfully refinanced an aggregate amount of EUR 293 million of outstanding notes, consisting of EUR 165 million of its EUR 500 million 4.5% notes due 2013 and EUR 128 million of its EUR 500 million 7.625% notes due 2014.
Based on the new debt maturity profile, Adecco updates its 2011 interest expense guidance and expects interest expense to amount to approximately EUR 70 million for the full year, mainly reflecting the slight increase in interest-bearing debt. In its Q2 2011 results, Adecco will recognize a one-time expense of approximately EUR 10million in connection with the exchange and tender offers.
Adecco Group is rated by international rating agencies Standard & Poor’s (BBB-, “Outlook Stable”) and Moody’s (Baa3, “Outlook Stable”).
The Offers were made on the terms and subject to the conditions set out in the Offer Memorandum dated March 31, 2011. Capitalised terms used in this announcement but not defined have the meanings given to them in the Offer Memorandum.
Satisfaction of New Issue Condition and Minimum New Issue Size, and Acceptance of Offers and Tenders of Existing Notes
As at the expiration deadline of 5.00 p.m. (CET) on April 6, 2011, the Issuer had received, pursuant to the Offers (a) valid offers of approximately EUR 84,132,000 in aggregate nominal amount of the 2013 Notes for exchange, (b) valid tenders of approximately EUR 80,344,000 in aggregate nominal amount of the 2013 Notes for purchase, (c) valid offers of approximately EUR 71,209,000 in aggregate nominal amount of the 2014 Notes for exchange and (d) valid tenders of approximately EUR 56,865,000 in aggregate nominal amount of the 2014 Notes for purchase.
The Issuer now announces that the Minimum New Issue Size has been satisfied and that the New Issue Condition will be satisfied very shortly, and that it accepts for exchange or purchase, as applicable, all of the existing notes validly offered for exchange or tendered for purchase pursuant to the Offers. Acceptance of such offers or tenders will not be subject to pro rata scaling.In total, EUR 164,476,000 in aggregate nominal amount of the 2013 Notes and EUR 128,074,000 in aggregate nominal amount of the 2014 Notes will be accepted by the Issuer pursuant to the Offers. Following the completion of the Offers, there will be EUR 335,524,000 of 2013 notes outstanding and EUR 371,926,000 of 2014 notes outstanding.
Final Pricing Details for the Offers
The final pricing details for the Offers, as determined at or around 12 noon (CET) today, April 7, 2011, are as follows:
2013 Offer Spread:
2013 Offer Yield:
4.36% (354 days' accrued interest)
2014 Offer Spread:
2014 Offer Yield:
7.33% (351 days' accrued interest)
New Issue Spread:
New Issue Yield:
New Issue Price:
New Issue Coupon:
Total aggregate nominal amount of New Notes
(including Additional New Notes) to be issued:
The expected Settlement Date for the Offers is April 14, 2011.
The existing notes accepted for exchange in the Exchange Offers will be exchanged for EUR 167,007,000 in aggregate nominal amount of new notes on the Settlement Date, and the Issuer also intends to issue
EUR 332,993,000 in aggregate nominal amount of additional new notes. The total aggregate nominal amount of new notes to be issued on the Settlement Date will therefore be EUR 500 million.
Société Générale and The Royal Bank of Scotland plc are acting as Joint Dealer Managers and Lucid Issuer Services Limited is acting as Exchange and Tender Agent.
Joint Dealer Managers
The Royal Bank of Scotland plc
17, Cours Valmy
Telephone: +33 (0)1 42 13 87 36
Telephone: +44 20 7085 3781 / 8056
Exchange and Tender Agent
Lucid Issuer Services Limited
Telephone: +44 20 7704 0880