[6-K] SES S.A. Current Report (Foreign Issuer)
Rhea-AI Filing Summary
SES, through its wholly owned subsidiary SES Financing S.à r.l., has successfully priced €650 million of SPACE hybrid securities. These subordinated perpetual bonds carry a 7.375% annual coupon and are callable at par from 24 March 2031. The instruments are expected to receive 100% equity credit from Moody’s (if sub‑investment grade) and 50% from Fitch until the first reset date, helping SES support its deleveraging and balance‑sheet strengthening objectives. SES plans to use the net proceeds to refinance its 2.875% NC26 hybrid notes of approximately €525 million outstanding, extending the maturity profile while preserving liquidity headroom. Settlement is scheduled for 24 March 2026, with a planned listing on the Luxembourg Stock Exchange’s Euro MTF market.
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Insights
SES refinances hybrid debt with €650 million higher‑coupon perpetual bonds.
SES is issuing €650 million of PNC5.25 subordinated perpetual SPACE hybrid securities at a 7.375% coupon. Proceeds are intended to refinance about €525 million of 2.875% NC26 hybrid notes, maintaining hybrid capital while extending duration and reinforcing balance‑sheet objectives.
The new hybrids are expected to be rated Ba3/BB, two notches below SES’s long‑term ratings, and receive full Moody’s equity credit and 50% from Fitch until the first reset date. This equity treatment can support leverage metrics despite the higher coupon cost.
The order book was reported as five times oversubscribed, suggesting strong demand at the offered terms. Investors may focus on execution of the planned refinancing around the March 2026 settlement and how the higher coupon interacts with SES’s deleveraging and liquidity headroom goals over time.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
Date: March 18, 2026
Commission File Number: 333-286828
SES
(Translation of registrant’s name into English)
Château de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
The following exhibit is furnished as part of this Form 6-K:
| Exhibit | Description | |
| 99.1 | Press Release, dated March 17, 2026 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SES | ||||||
| (Registrant) | ||||||
| Date: March 18, 2026 | By: | /s/ Elisabeth Pataki | ||||
| Name: | Elisabeth Pataki | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
SES Successfully Prices €650 million of SPACE Hybrid Securities
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
Luxembourg, 17 March 2026 — SES Financing S.à r.l., a wholly owned subsidiary of SES, announced the successful launch and pricing of the PNC5.25 Subordinated Perpetual with Automatic Conversion Events (“SPACE”) hybrid transaction, guaranteed on a subordinated basis by SES and SES Americom.
SES Financing S.à r.l. is rated Ba1 (stable) and BBB- (stable) by Moody’s and Fitch respectively.
The hybrid securities are expected to be rated Ba3 and BB by Moody’s and Fitch respectively, 2 notches below SES’ Long-Term Rating.
The securities will bear a coupon of 7.375% per annum and callable at par from 24 March 2031.
Upon issuance, the securities are expected to receive 100% equity credit (Basket H) from Moody’s (if sub-investment grade) and 50% equity credit from Fitch until the first reset date.
SES intends to apply the net proceeds from this transaction to refinance the upcoming 2.875% NC26 hybrid notes (approximately €525 million outstanding) in line with SES’s deleveraging and balance-sheet strengthening objectives.
BBVA, Goldman Sachs International and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners, together with Citi, Deutsche Bank, HSBC and Société Générale as Joint Bookrunners.
The settlement is scheduled for 24 March 2026 and application has been made for the Securities to be listed on the Luxembourg Stock Exchange’s Euro MTF market.
Lisa Pataki, the CFO of SES commented: “We are pleased with the strong investor demand for our new SPACE Hybrid Bonds, reflected in 5 times oversubscribed order book and quality of support across the investor base. This new PNC5.25 of €650 million SPACE hybrid benefits from an innovative structure, achieving 100% Moody’s equity credit, providing a balanced solution between credit reinforcement and capital efficiency. This instrument allows us to strengthen our balance sheet and leverage reduction targets as well as preserve liquidity headroom and address near-term maturities. ”
For further information please contact:
Christian Kern
Investor Relations
Tel: +352 710 725 7787
ir@ses.com
Steven Lott
Communications
Tel. +352 710 725 500
SES.Press@ses.com
Forward-looking Statements
This press release contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “expected to”, “shall”, and “will”.
Forward-looking statements are not assurances of future performance and are subject to inherent uncertainties and risks that are difficult to predict. Factors that might cause such a difference include those discussed in our filings with the US Securities and Exchange Commission, including our Form F-4, such as risks relating to indebtedness and credit rating downgrades; ability of the group to service indebtedness; and adverse effects of failing to meet debt service obligations. The forward-looking statements included in this press release are made only as of the date hereof and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.