25/03/2025 17:45
Viridien Announces Issuance of Senior Secured Notes and Completion of Conditions for Redemption of Existing Notes
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INFORMATION REGLEMENTEE

Viridien Announces Issuance of Senior Secured Notes and
Completion of Conditions for Redemption of Existing Notes

Paris, France – March 25, 2025

On March 25, 2025, Viridien successfully settled its issuance of $450 million in aggregate
principal amount of 10% Senior Secured Notes due 2030 and €475 million in aggregate
principal amount of 8.5% Senior Secured Notes due 2030 (together, the “Notes”). The Notes
will be guaranteed on a senior secured basis by certain subsidiaries of Viridien.

Viridien also entered into a $125,000,000 super senior Revolving Credit Facility Agreement (the
“RCF”) secured by the same security package as the Notes. No drawings have been carried
out under the RCF save for part of an ancillary guarantee facility

The issuance of the Notes was a condition to the redemption by Viridien of all its senior secured
notes due 2027 (the “Existing Notes”). That condition has now been satisfied.

The net proceeds from the issuance have been used, together with cash on hand, to satisfy
and discharge today and subsequently redeem on April 1, 2025 in full the Existing Notes and
to pay all fees and expenses in connection with the foregoing.



About Viridien

Viridien (www.viridiengroup.com) is an advanced technology, digital and Earth data company that pushes the
boundaries of science for a more prosperous and sustainable future. With our ingenuity, drive and deep curiosity we
discover new insights, innovations, and solutions that efficiently and responsibly resolve complex natural resource,
digital, energy transition and infrastructure challenges. Viridien employs around 3,400 people worldwide and is listed
as VIRI on the Euronext Paris SA (ISIN: FR001400PVN6).




Contacts

Investor Relations
Jean-Baptiste Roussille
Tel: + 33 6 14 51 09 88
E-Mail: jean-baptiste.roussille@viridiengroup.com
This press release may include projections and other “forward-looking” statements within the
meaning of United States federal securities laws. Forward-looking statements include, among
other things, statements concerning the business, future financial condition, results of
operations and prospects of Viridien S.A., including its affiliates. These statements usually
contain the words “believes”, “plans”, “expects”, “anticipates”, “intends”, “estimates” or other
similar expressions. For each of these statements, you should be aware that forward-looking
statements involve known and unknown risks and uncertainties. Any such projections or
statements reflect the current views of Viridien S.A. about future events and financial
performance. No assurances can be given that such events or performance will occur as
projected and actual results may differ materially from these projections.
This press release does not constitute an offer to sell nor a solicitation of an offer to buy
securities. There will not be any sale of these securities in any such state or country in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any state or country. The distribution of this press release may, in certain
jurisdictions, be restricted by local legislations. Persons into whose possession this press
release comes are required to inform themselves about and to observe any such potential local
restrictions.
The securities referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the
United States absent registration or an applicable exemption from the registration requirements
of the Securities Act. There will be no offering of securities to the public in France or the United
States.
No action has been, or will be, taken in any jurisdiction (including the United States) by Viridien
S.A. that would result in a public offering of the Notes or the possession, circulation or
distribution of any offering memorandum or any other material relating to Viridien S.A. or the
Notes in any jurisdiction where action for such purpose is required.
MIFID II product governance / Professional investors and ECPs only target market – Solely for
the purposes of each manufacturer’s product approval process, the target market assessment
in respect of the securities has led to the conclusion that: (i) the target market for the securities
is eligible counterparties and professional clients only, each as defined in Directive (EU)
2014/65/EU, as amended (“MiFID II”); and (ii) all channels for distribution of the securities to
eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the securities (a “distributor”) should take into consideration
the manufacturers’ target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the securities (by
either adopting or refining the manufacturers’ target market assessment) and determining
appropriate distribution channels.
The securities are not intended to be offered, sold, distributed or otherwise made available to
and are and should not be offered, sold, distributed or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more)
of the following: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended or superseded, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended
(the “Prospectus Regulation”). Consequently, no key information document required by the
PRIIPs Regulation for offering or selling the securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
UK MIFIR product governance / Professional investors and ECPs only target market – Solely
for the purposes of each manufacturer’s product approval process, the target market
assessment in respect of the securities has led to the conclusion that: (i) the target market for
the securities is only eligible counterparties as defined in the FCA Handbook Conduct of
Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 (“UK MiFIR”); and (ii) all channels for distribution of the securities to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or
recommending the securities (a “distributor”) should take into consideration the manufacturer’s
target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”)
is responsible for undertaking its own target market assessment in respect of the securities (by
either adopting or refining the manufacturer’s target market assessment) and determining
appropriate distribution channels.

The securities are not intended to be offered, sold, distributed or otherwise made available to
and should not be offered, sold, distributed or otherwise made available to any retail investor
in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) a person who is not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue
of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”)
Consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or
selling the securities or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the securities or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the United Kingdom, this press release is directed only at persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion
Order or (iii) are other persons to whom it may lawfully be communicated (all such persons
together being referred to as “Relevant Persons”). The issue of the securities is only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the
securities will be directed only to Relevant Persons.