VIRI Viridien

Paris, France – March 11, 2025

        Today, Viridien S.A. successfully priced an offering (the “Offering”) of US$450 million 10% senior secured notes due September 2030 and €475 million 8.5% senior secured notes due 2030 (the “Notes”).

The Notes will be guaranteed on a senior secured basis by certain subsidiaries of Viridien S.A. and will be issued at par and are expected to be issued on March 25, 2025 (the “Issue Date”).

Viridien will also enter on the Issue Date into a US$125,000,000 super senior Revolving Credit Facility (“RCF”) agreement secured by the same security package as the Notes.

Viridien intends to use the net proceeds from this Offering, together with cash on hand, to satisfy and discharge on the Issue Date and subsequently redeem on April 1, 2025, in full its senior secured notes due 2027 in a principal amount outstanding of US$447 million and €579 million and pay all fees and expenses in connection with the refinancing.

As part of the transaction, all three credit rating agencies decided to take positive rating actions, subject to the closing of the Offering. Moody’s, S&P and Fitch each assigned to the Notes an issue rating one notch above the existing notes (to B2, B and BB- respectively). Moody’s has indicated that it will upgrade its corporate rating to B2 (from B3), while S&P has assigned a positive outlook to their B- rating.

This Offering is an important milestone of Viridien’s financial roadmap presented a year ago:

• The proposed refinancing reduces gross debt by deploying excess cash on balance sheet; this transaction follows the $60m of bond buybacks carried out in 2024;
• Viridien’s objective is to continue deleveraging its capital structure through excess cashflows, both on a gross and net debt basis;
• In addition, the management remains focused on maintaining a solid liquidity profile, supported by (i) an increased RCF from $100m to $125m, (ii) a cash balance around the US$100 million level required to run operations and (iii) the extension of the group’s debt maturity profile.

Sophie Zurquiyah, Chief Executive Officer of Viridien S.A., said:

“Our credit rating upgrades combined with multiple times over-subscribed order book and successful bond refinancing underscore the financial market’s confidence in Viridien and is a testament to our strong operational performance and promising outlook. This transaction will allow us to further deleverage our balance sheet, extend debt maturities, reduce interest costs and ultimately enhance our free cashflow generation. Our liquidity remains strong thanks to an increased RCF facility, also demonstrating the trust our banking partners have in the group. We reiterate our strong commitment to continue reducing our leverage using our cash generation and look forward to further growing our company and delivering increased value to all our stakeholders.”

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).

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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.

Attachment

• Viridien Announces the Successful pricing of its $450 Million and €475 Million Senior Secured Notes Offering

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