ManpowerGroup Inc. entered into a Credit Agreement (the ?Credit Agreement?) with a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent. This Credit Agreement replaces the Company?s previous $600 million revolving credit facility. The Credit Agreement provides for a $600 million five-year revolving credit facility and includes increased allowances for restructuring and related charges added-back to earnings for covenant calculations and other terms generally consistent with the Company?s previous revolving credit facility.
The Company may request an increase in revolving credit commitments under the facility of up to $300 million in certain circumstances. The Credit Agreement contains customary restrictive covenants pertaining to our management and operations, including limitations on restricted payments, the amount of subsidiary debt that the Company may incur and limitations on our ability to pledge assets, as well as financial covenants requiring, among other things, that the Company comply with a leverage ratio and a fixed charge coverage ratio. The Credit Agreement also contains customary events of default, including, among others, payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy or involuntary proceedings, certain monetary and non-monetary judgments, change of control and customary ERISA defaults.
Termination of Material Definitive Agreement: . In connection with its entry into the Credit Agreement, the Credit Agreement dated as of May 27, 2022 among the Company, a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended, was terminated as of December 15, 2025. The Company incurred no early termination penalties in connection with the termination of this agreement.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant: On December 15, 2025, the Company offered and sold ?500 million aggregate principal amount of the Company?s 3.750% notes due December 13, 2030 (the ?Notes?). The net proceeds to the Company from the offering of the Notes were approximately ?497.395 million, and will be used by the Company to redeem its ?500 million 1.750% notes due June 22, 2026 (the ?1.750% Notes?). The Notes were offered at an issue price of 99.839% of the aggregate principal amount.
Interest on the Notes is payable in arrears on December 13th of each year. The Notes are the senior unsecured obligations of the Company and will rank equally with all of the Company?s existing and future senior unsecured debt and other liabilities. The Notes were issued under a Fiscal and Paying Agency Agreement (the ?Agreement?) between the Company and Citibank, N.A., London Branch, as Fiscal and Principal Paying Agent, Transfer Agent and Registrar, dated as of December 15, 2025.
