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Deal Details

C/PIndustryStatusTicker(s)Issuer(s)Size(m)TranchesRegionDate
HYC
FNCL
PRCD
-
SES Financing SARL€650
1EMEA
Mar 17, 2026
currency
EUR
size (m)
650.000
maturity
-
type
Fixed Rate Reset
tenor
Perp
call
5.25
registration
Reg S Only
benchmark
OBL
ranking
Subordinated
moody's
Ba3
s&p
-
fitch
BB
size description
-
re-open/tap
No
ipt
8.125% area
ipt-pxd
-50
guidance
7.625%
spread
505.9
coupon
7.375%
spread set
-
price
99.00000
yield
7.625%
book size (m)
3,200
peak book (m)
-
x-covered
4.92
book attrition
-
nic
-
billing & delivering
active leads
joint leads
passive leads
-
co-managers
-
coordinating managers
book size (m)
3,200
peak book (m)
-
x-covered
4.92
book attrition
-
nic
-
billing & delivering
active leads
joint leads
passive leads
-
co-managers
-
coordinating managers
Tranche Comments
Book size: 3200; First Pay: 2026-06-24; Registration: Reg S Only; Comments: EUR650m PNC5.25, Hybrid fxd-rate-reset cpn 7.375% at 99, yld 7.625%. Spread: OBL+505.9bps. MWC: B+50. Par Call: 3m. CoC:.Tax Call: Yes. CoC: 100%. Reset Date: 6/24/2031. LEI: 52990098MCO4QDDMP803;
Deal Comments
Reoffer: 99 / 7.625% Benchmark: OBL 2.5% 31-Apr-31 @ 99.676 / B+505.9bp Final Books: In excess of €3.2bn Launched: PerpNC5.25: €650m @ 7.625% - Books in excess of €3.2bn Guidance: Yield set 7.625% (Books in excess of 3bn) IPTs: 8.125%a - Books >€1.5bn (€500m exp) Issuer: SES Financing S.à r.l. Issuer LEI: 52990098MCO4QDDMP803 Guarantors at Issuance: SES (LEI: 5493008JPA4HYMH1HX51) SES Americom, Inc. (as successor by merger with SES Global Americas Holdings Inc.) (LEI: 529900CXBBQLCMXKBJ24) Guarantor Ratings: Ba1 (stable) by Moody’s / BBB- (stable) by Fitch assigned to SES Exp. Instrument Ratings: Ba3 by Moody’s / BB by Fitch Format of the Securities: Reg S Cat 2 (no communication with or into the US), registered Expected Equity Credit: Moody’s: 100% (Basket H) for as long as SES is rated Ba1 or below by Moody’s Moody’s: 50% (Basket M) if and when SES is rated Baa3 or above by Moody’s Fitch: 50% until First Reset Date Expected IFRS Treatment: IFRS Equity Size / Currency: €650m Maturity: Perpetual NC5.25 Reoffer: 99 / 7.625% Benchmark: 505.9bps vs OBL 2.5% 31-Apr-31 @ 99.676 / 2.566% Reset Spread: 492.0bps MWC: B+50bps Status of the Securities: Direct, unsecured and subordinated, ranking pari passu and without any preference amongst themselves and with Parity Obligations of the Issuer. By virtue of the subordinated guarantees referred to below: If the long-term issuer rating assigned to SES by Moody's is ‘Baa3’ (or equivalent) or above, or at a time when no long-term issuer rating is assigned to SES by Moody’s, the claims of the Holders will rank equally with the ranking of the existing subordinated notes issued by SES, in a winding-up of the Issuer Otherwise, if the long-term issuer rating assigned to SES by Moody’s is below ‘Baa3’ (or equivalent), the claims of the Holders (as holders of the Securities or holders (or deemed holders) of the Conversion Beneficiary Units corresponding to such Securities) will rank junior to the claims of holders of the existing subordinated notes issued by SES (and any other obligations which rank pari passu with such subordinated notes), in a winding-up of the Issuer See “Automatic Conversion Event” below in relation to the conversion of the Securities into Conversion Beneficiary Units Status of the Guarantees: Direct, unsecured and subordinated, ranking pari passu with Parity Obligations of the relevant Guarantor. The Securities will benefit from a subordinated guarantee provided by each of the Guarantors, pursuant to which: if an Automatic Conversion Suspension Event subsists or has occurred and is continuing: in respect of the Guarantee provided by SES, SES’ obligations will rank equally with (i) its obligations under its existing subordinated notes and (ii) its obligations under any guarantee or support agreement which rank, or are expressed to rank, pari passu with its obligations under its existing subordinated notes, and will rank senior to ordinary shares of SES and any other class of SES’ share capital in respect of the Guarantee provided by SES Americom, SES Americom’s obligations will rank equally with (i) its obligations under its guarantee of SES’ existing subordinated notes and (ii) its obligations under any guarantee or support agreement which rank, or are expressed to rank, pari passu with its obligations under its guarantee of SES’ existing subordinated notes, and will rank senior to ordinary shares of SES Americom and any other class of SES Americom’s share capital for so long as no Automatic Conversion Suspension Event subsists, or has occurred and is continuing: in respect of the Guarantee provided by SES, SES’ obligations will rank (i) junior to its obligations under its existing subordinated notes and its obligations under any guarantee or support agreement which rank, or are expressed to rank, pari passu with SES’ existing subordinated notes and (ii) pari passu with the most senior class of Preferred Shares (if any) of SES, but will rank senior to ordinary shares of SES in respect of the Guarantee provided by SES Americom, SES Americom’s obligations will rank (i) junior to its obligations under its guarantee of SES’ existing subordinated notes and its obligations under any guarantee or support agreement which rank, or are expressed to rank, pari passu with its obligations under its guarantee of SES’ existing subordinated notes and (ii) pari passu with the most senior class of Preferred Shares (if any) of SES Americom, but will rank senior to ordinary shares of SES Americom following the Securities being mandatorily and automatically exchanged for Conversion Beneficiary Units of the Issuer, each holder of a Conversion Beneficiary Unit will have (i) a claim under the Guarantee of SES on the basis that such holder was the holder of a notional conversion beneficiary unit of SES with the economic rights attached thereto denominated in the same currency and in an amount equivalent to the economic rights of the Conversion Beneficiary Units and (ii) no claim under the Guarantee of SES Americom Upon the occurrence of an Automatic Conversion Event, the Guarantee of SES includes contractual terms which effect the removal of any creditor rights (including the right to petition for a winding-up or to enforce any debt claim) from Holders with respect to SES Automatic Conversion Suspension Event (ACSE): When the long-term issuer rating assigned to SES by Moody’s is ‘Baa3’ or above; or at a time when no long-term issuer rating is assigned to SES by Moody’s Automatic Conversion Event (ACE): As long as an ACSE has not occurred, an ACE will occur in the following circumstances: i) Downgrade of long-term issuer rating assigned to SES by Moody’s to ‘Caa1’ or below; ii) Insolvency (Issuer or any Guarantor); iii) Winding-up (Issuer or any Guarantor). Upon Automatic Conversion, (i) the Issuer’s liabilities in respect of payment or repayment of any amount in respect of the Securities and its other liabilities under the Securities shall be wholly, unconditionally and irrevocably released and each Holder will be deemed to have waived any other rights in respect of the Securities and (ii) the Guarantors’ liabilities relating to the Securities in respect of payment of any amount under the Guarantees relating to the Securities and their other liabilities under the Guarantees relating to the Securities shall be wholly, unconditionally and irrevocably released and each Holder will be deemed to have waived any other rights in respect of the Guarantees relating to the Securities, without prejudice, in the case of SES only, to any rights which a holder of a Conversion Beneficiary Unit may have under the Guarantee of SES Use of Proceeds: General corporate purposes and for the repurchase or refinancing of existing debt, including pursuant to the tender offer announced by SES on 11-Mar-26 in relation to its €625,000,000 Deeply Subordinated Fixed Rate Resettable Securities issued on 27-May-21 (of which €525,022,000 are outstanding) Settlement Date: 24-Mar-26 (T+5) First Reset Date: 24-Jun-31 First Call Date: 24-Mar-31 Call schedule at Par: Callable at par on any date from (and including) 24-Mar-31 (three months prior to the First Reset Date), to (and including) the First Reset Date and on every Interest Payment Date thereafter Coupon: Fixed, Annual, Act/Act ICMA Interest: Fixed rate of 7.375% for the period until the First Reset Date; thereafter at a fixed rate resetting every 5 years at the prevailing 5-year Midswap rate + First Margin of 4.920% + Step-Up Margin (when applicable, as below). Interest will be payable annually in arrear, commencing 24-Jun-26 (short first) Step-Up Margin: 100bps on 24-Jun-36 (10.25yr) Optional Interest Deferral: At the Issuer’s discretion in whole or in part; cumulative and compounding (cash settled) Arrears of Interest: Arrears of interest payable at the option of the Issuer at any time (in whole or in part), and mandatorily due and payable (in whole but not in part) upon the earlier of: - payment of a discretionary dividend or other distribution in respect of any Junior Obligations or Parity Obligations of the Issuer or any of the Guarantors (including the existing subordinated notes of SES) subject to certain customary exceptions); - the Issuer or any Guarantor elects to redeem, repurchase or otherwise acquire any Junior Obligations or Parity Obligations (including the existing subordinated notes of SES), subject to certain customary exceptions; - the next scheduled Interest Payment Date in respect of which the Issuer does not elect to defer all of the interest accrued in respect of the relevant Interest Period; or - the date on which the Securities are redeemed or repaid or the date on which an Enforcement Event occurs Conversion/capitalisation of Arrears of Interest upon an Automatic Conversion Event as described in the Information Memorandum Special Event Redemption: Withholding Tax, Change of Control and Substantial Repurchase Events (75%) any time at Par. Accounting, Tax Deduction and Capital Events at 101% until First Call Date (date three months prior to the First Reset Date), at Par thereafter Make Whole Redemption: Callable on any date prior to First Call Date, at an amount equal to the Make Whole Redemption Amount Change of Control / Step-Up: 500bps step-up if not redeemed following a Change of Control Event (subject to certain conditions including a rating downgrade within 120 days of the relevant Change of Control) Conversion Beneficiary Units (CBUs): Securities will mandatorily and automatically convert into a right to be issued fully-paid CBUs (including accrued interest and any Arrears of Interest) under certain stress events outlined in “Automatic Conversion Event” above; CBUs are designed to provide economically equivalent cash flows to those of the converted Securities, but without creditor enforcement rights Enforcement Event: If a default is made by the Issuer or any Guarantor for a period of 14 days or more in the payment of principal or 21 days or more in the payment of interest, in each case in respect of the Securities and which is due, then: (i) if an Automatic Conversion Suspension Event is not subsisting or continuing, any Holder may, at its sole discretion, institute proceedings for the enforcement of the payment obligations of the Issuer and/or the relevant Guarantor which enforcement shall be the sole remedy available to the Holders for recovery of amounts owing in respect of any such payment. Notwithstanding the foregoing, the Issuer and/or such Guarantor will not, by virtue of the opening of any such proceedings, be obliged to pay any sum or sums sooner than the same would otherwise have been payable by them. Subject to applicable law, the Holders will have no right (and, in any event, undertake in any case not to exercise any right) to petition for the winding-up or opening up of insolvency proceedings in relation to the Issuer and/or such Guarantor whether prior to or following an Automatic Conversion Event; or (ii) if an Automatic Conversion Suspension Event is subsisting or has occurred and is continuing, any Holder may, at its sole discretion, institute proceedings for the winding-up of the Issuer and/or the relevant Guarantor and/or prove in the winding-up of the Issuer and/or the relevant Guarantor and/or claim in the liquidation of the Issuer and/or such Guarantor for such payment, and in the event of a winding-up of the Issuer where an Automatic Conversion Suspension Event is subsisting or has occurred and is continuing, any Holder shall be entitled to claim for all unpaid principal in respect of a Security it holds together with any accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest in respect of any such Security, with such rights and claims subordinated as provided in “Status of the Securities” above Substitution or Variation: Subject to certain conditions, the Issuer may substitute or vary all of the Securities so they remain or become Qualifying Securities, so long as they contain terms not materially less favourable to Holders, if a Tax Deduction, Withholding Tax, Accounting or Capital Event has occurred Replacement Language: Intentional replacement language subject to customary exceptions, valid until five years after the First Reset Date Substitution of the Issuer: Subject to certain conditions, the Issuer may, without the consent of the Holders, substitute in place of the Issuer as principal debtor under the Securities, SES or any other member of the Group which is incorporated in Luxembourg Substitution of the Guarantor and Termination of the Guarantee: Subject to certain conditions, the relevant Guarantor may, without the consent of the Holders, (i) substitute in place of such Guarantor under the Securities another entity in the Group or a successor in business of such Guarantor (in the case of SES, in each case which is incorporated in Luxembourg) and (ii) for so long as SES Americom remains Guarantor, terminate its Guarantee ISIN / Common Code: XS3311978319 / 331197831 Denominations: €100k + €1k Listing: Luxembourg Stock Exchange (EuroMTF) Documentation: Standalone. Information Memorandum dated 11-Mar-26 Governing Law: English law, save for subordination provisions of the Securities and the Guarantee of SES (Luxembourg law) and the subordination provisions of the Guarantee of SES Americom (Delaware law) Clearing System: Euroclear / Clearstream Luxembourg Business Days: T2, Following Business Day Convention, unadjusted Joint Structuring Agents: BBVA, Goldman Sachs International, J.P. Morgan Joint Global Coordinators and Joint Bookrunners: BBVA (B&D), Goldman Sachs International, J.P. Morgan Joint Bookrunners (excl. Joint Global Coordinators and Joint Bookrunners): Citi, Deutsche Bank, HSBC, Société Générale MIFID II / MiFIR Target Market: Eligible counterparties and professional clients only (all distribution channels). No EU or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or in the UK. Advertisement: The Information Memorandum relating to Securities, when published, will be available on the Luxembourg Stock Exchange’s website (www.luxse.com) Selling Restrictions: As per Information Memorandum. Category 2 offering restrictions have been implemented for the purposes of Regulation S under the Securities Act Timing: PRICED – TOE 16:40 UKT / 17:40 CET FTT 07:30 UKT / 08:30 CET 18-Mar-26 Stabilisation: Relevant stabilisation regulation including FCA/ICMA will apply
Guarantor(s)
SES SA, SES Americom Inc
Use of Proceeds
General corporate purposes and for the repurchase or refinancing of existing debt, including pursuant to the tender offer announced by SES on 11 March 2026 in relation to its €625,000,000 Deeply Subordinated Fixed Rate Resettable Securities issued on 27 May 2021 (of which €525,022,000 are outstanding)

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