Orange S.A. Prices €850 Million Hybrid Bond and Launches Tender Offer

Orange S.A.  (the Company) successfully priced the issuance of €850 million undated 7-year non call deeply subordinated fixed to reset rate notes with a fixed coupon of 4,25% until the first reset date (the New Notes).

The New Notes are intended to be admitted to trading on Euronext Paris. It is also expected that the rating agencies will assign the New Notes a rating of BBB-/Baa3/BBB- (S&P / Moody’s / Fitch) and an equity content of 50%.

The Company also launched today a tender offer (the Tender Offer) to repurchase:

its €1.25 billion Undated 12 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 1st October 2026 and admitted to trading on Euronext Paris (ISIN XS1115498260) (of which approximately €500 million is currently outstanding) (the NC 2026 Existing Notes); and
its €500 million Undated 7.5 Year Non-Call Deeply Subordinated Fixed to Reset Rate Notes with first reset date on 19th March 2027 and admitted to trading on Euronext Paris (ISIN FR0013447877) (of which €350 million is currently outstanding) (the NC 2027 Existing Notes and, together with the NC 2026 Existing Notes, the Existing Notes).

Pursuant to the Tender Offer, the Company offers to purchase for cash (i) any and all of the NC 2026 Existing Notes and (ii) some or all of the NC 2027 Existing Notes, up to a maximum aggregate principal amount expected to be equal to the aggregate principal amount of the New Notes, less the principal amount of NC 2026 Existing Notes outstanding as of today.

The purpose of the Tender Offer and the planned issuance of New Notes is, amongst other things, to proactively manage the Company’s hybrid portfolio. The Tender Offer also provides qualifying holders with the opportunity to sell their Existing Notes ahead of their respective upcoming first reset date and to apply for priority in the allocation of the New Notes.