Commentary & Deal Flow

Launched: 30NC5.25: €450m @ 5.00% - Books over €1.65bn (pre-rec)
IPTs: 30NC5.25: 5.375-5.50%

• Issuer: Adecco International Financial Services B.V.
• Guarantor: Adecco Group AG (Ticker: ADENVX, Country: CH)
• Issuer LEI: 549300PDNGPM4PIAUK57
• Guarantor LEI: NI14Y5UMU60O7JE9P611
• Guarantor Rating: Baa1 (Stable; Moody’s) / BBB (Stable; Standard & Poor’s)
• Exp. Instrument Ratings: Baa2 (Moody’s) / BB+ (Standard & Poor’s)
• Expected Eq. Credit: Moody’s: Basket M (50%) / Standard & Poor’s: Intermediate Equity Content (50%, until the First Reset Date)
• Status of the Securities: Direct, unsecured and subordinated obligations of the Issuer, which rank pari passu and without any preference or priority among themselves and senior to the claims of holders of all Junior Obligations of the Issuer (including without limitation the Issuer’s €500,000,000 Subordinated Fixed-to-Reset Rate Securities due 2082 (ISIN: XS2388141892) for as long as they remain outstanding)
• Status of the Guarantee: Direct, unsecured and subordinated obligations of the Guarantor, which rank pari passu and without any preference or priority among themselves and senior to the claims of holders of all Junior Obligations of the Guarantor (including without limitation the Issuer’s €500,000,000 Subordinated Fixed-to-Reset Rate Securities due 2082 (ISIN: XS2388141892) for as long as they remain outstanding)
• Waiver of set-off: Subject to applicable law, no Holder or Couponholder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer and/or the Guarantor in respect of, or arising under the Securities, the Coupons or the Guarantee
• Size: €450m
• Settlement / issue Date: 23-Apr-26 (T+5)
• Maturity: 23-Apr-56
• Interest Payment Dates: 23 July in each year, commencing 23-Jul-26 (short first; short last)
• First Optional Par Redemption Date: 23-Apr-31 (Year 5)
• First Reset Date: 23-Jul-31 (Year 5.25)
• Interest: i) Fixed rate [●]% p/a payable annually in arrear on each Interest Payment Date until the First Reset Date (short first) ii) Thereafter reset every 5 years to the then current 5-year Swap Rate + initial margin + relevant step-up
• First Step-up: +25bps on 23-Jul-36 (5 years after the First Reset Date)
• Second Step-up: +75bps (+100bps cumulative) on 23-Jul-51 (20 years after the First Reset Date)
• Change of Control: +500bps step-up if not redeemed following a Change of Control Event
• Optional Interest deferral: Issuer option to defer all or part of any Interest Payment on a cumulative and compounding basis
• Payment of deferred interest: Deferred Interest may be paid at the option of the Issuer in whole or in part at any time. The Issuer shall pay any accrued but unpaid Deferred Interest, in whole but not in part, on the first to occur of the following dates: (i) the date which is 10 Business Days following the occurrence of a Compulsory Payment Event ((a) any discretionary payment of any distribution, dividend or other payment on any Junior Obligations or Parity Obligations of the Issuer or the Guarantor by the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor, or (b) any discretionary redemption, purchase, repayment, cancellation, reduction or acquisition of any Junior Obligations or Parity Obligations of the Issuer or the Guarantor by the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor (in each case (a) and (b), subject to certain limited exceptions));(ii)the next scheduled Interest Payment Date if the Issuer pays interest in full on the Securities on such date;(iii) the date on which the Securities are redeemed, repaid (including on a winding-up) or purchased;(iv) the date which is five years after the earliest Interest Payment Date on which any Deferred Interest Payment forming part of the outstanding Deferred Interest was scheduled to be paid
• Optional redemption: The Issuer may redeem all, but not some only, of the Securities on any “Optional Par Redemption Date” (being (i) any Business Day from (and including) the First Optional Par Redemption Date to (and including) the First Reset Date and (ii) each Interest Payment Date thereafter, other than the Interest Payment Date falling on the Maturity Date) at 100 per cent. of their principal amount together with any accrued and unpaid interest up to (but excluding) the redemption date (including any accrued but unpaid Deferred Interest)
• Make-whole redemption: On any Business Day other than an Optional Par Redemption Date at the Make-whole Redemption Amount
• Special event redemption: Upon the occurrence of a Rating Capital Event, a Substantial Repurchase Event (75%), a Tax Deductibility Event, a Withholding Tax Event or a Change of Control Event, the Issuer shall have the option to redeem, in whole but not in part, the Securities at: (i)in the case of any redemption at any time following a Substantial Repurchase Event, a Withholding Tax Event or a Change of Control Event, 100% of their principal amount, or (ii)in the case of any redemption following a Rating Capital Event or a Tax Deductibility Event, where redemption occurs (x) before the First Optional Par Redemption Date, 101% of their principal amount or (y) on or after the First Optional Par Redemption Date, 100% of their principal amount, in each case together with any accrued and unpaid interest up to (but excluding) the redemption date (including any accrued but unpaid Deferred Interest).
• Substitution/Variation: The Issuer may, upon the occurrence of a Rating Capital Event, a Tax Deductibility Event or a Withholding Tax Event, at any time, without the consent or approval of the Holders or Couponholders, either (i) substitute all, but not some only, of the Securities for, or (ii) vary the terms of the Securities with the effect that the Securities remain or become, as the case may be, Qualifying Securities, subject to certain conditions including the terms of the Qualifying Securities not being materially less favourable to the Holders than the terms of the Securities.
• Replacement Language: Intention-based (non-binding) and subject to customary carve-outs
• Day-Count Fraction: Actual/Actual - ICMA
• Business Days: London, T2
• Denominations: EUR100k+1k up to and including EUR199k
• Governing law: English Law except for Conditions 2 and 3 (Dutch law) and Conditions 4(b), 4(c) and 4(d) (Swiss law)
• Documentation: Stand-alone documentation (Preliminary Prospectus dated 15-Apr-26)
• Use of Proceeds: General corporate purposes including the refinancing of existing securities
• Format: Reg S, Bearer form
• Selling Restrictions: United States (Regulation S; Category 2), the EEA (including Belgium), the United Kingdom, Switzerland, Japan and Singapore. No sales to EEA or UK retail investors. Canadian sales via exemption (Ontario/Alberta/British Columbia only, subject to compliance with applicable law)
• Joint Structuring Agents to the Issuer and the Guarantor: BNP Paribas (B&D), BofA Securities
• Joint Bookrunners: Barclays, BNP Paribas (B&D), BofA Securities, Deutsche Bank, ING, and MUFG
• Target Market: Manufacturer target market (MiFID II product governance and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK disclosure document required by DISC will be prepared as not available to retail in the EEA or the UK
• Advertisement: This is an advertisement for the purposes of the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). A prospectus prepared pursuant to the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (“PRM”) will be published, and will be made available at www.londonstockexchange.com
• Listing: London Stock Exchange, Main Market
• ISIN: XS3311978152
• Common code: 331197815
• Timing: Books open, today’s business
• Books Subject: 12.30 UKT
• Schedule: Allocations & Pricing this PM