CONSTELLIUM SECSTM
CONSTELLIUM SE Debt Disclosure
NOTE 15 - DEBT
15.1 Analysis by nature
At December 31, | ||||||||||
2025 | 2024 | |||||||||
(in millions of U.S. dollars) | Nominal Value in Currency | Nominal rate | Effective rate | Face Value | Debt issuance costs | Accrued interest | Carrying value | Carrying value | ||
Secured Pan-U.S. ABL (due 2029) | $— | Floating | — | — | — | — | 56 | |||
Senior Unsecured Notes | ||||||||||
Issued June 2020 and due 2028 | $325 | 5.625% | 6.05% | 325 | (3) | 1 | 323 | 323 | ||
Issued February 2021 and due 2029 | $500 | 3.750% | 4.05% | 500 | (4) | 4 | 500 | 500 | ||
Issued June 2021 and due 2029 | €300 | 3.125% | 3.41% | 353 | (3) | 5 | 355 | 313 | ||
Issued August 2024 and due 2032 | $350 | 6.375% | 6.77% | 350 | (5) | 8 | 353 | 353 | ||
Issued August 2024 and due 2032 | €300 | 5.375% | 5.73% | 352 | (5) | 7 | 354 | 313 | ||
Finance lease liabilities | 32 | — | — | 32 | 30 | |||||
Other loans | 26 | — | 1 | 27 | 30 | |||||
Total debt | 1,938 | (20) | 26 | 1,944 | 1,918 | |||||
Of which non-current | 1,905 | 1,879 | ||||||||
Of which current (A) | 39 | 39 | ||||||||
(A)Current portion of debt includes mainly accrued interest and current portions of finance leases and other long-term loans relating to the
sale and leaseback of assets.
Description of credit arrangements
Pan-U.S. ABL Facility
The Pan-U.S. ABL Facility provides Ravenswood, Muscle Shoals, and Bowling Green (the “Borrowers”) a working
capital facility for their respective operations. The Pan-U.S. ABL Facility matures on the earlier of (i) August 22, 2029 and (ii)
90 days prior to the maturity date of any indebtedness (other than loans under the Pan-U.S. ABL Facility) of any Borrower or
any Borrower’s subsidiaries in an aggregate amount exceeding $50 million.
The available commitments thereunder are $550 million and include an accordion feature which if exercised in full,
would allow the Borrowers to increase commitments by $100 million subject to additional lender commitments, borrowing base
availability and certain other conditions. The Pan-U.S. ABL Facility has sublimits of $30 million for letters of credit and
$10 million for swingline loans.
This facility contains a fixed charge coverage ratio maintenance covenant along with customary affirmative and negative
covenants. Evaluation of compliance with the maintenance covenant is only required if the borrowing availability falls below
10% of the aggregate revolving loan commitments.
The borrowers' obligations under this facility are, subject to certain exceptions, secured by substantially all of the assets
of Ravenswood, Muscle Shoals, and Bowling Green and certain assets of the guarantors of this facility.
French Inventory Facility
At December 31, 2025, French subsidiaries Constellium Issoire S.A.S. and Constellium Neuf-Brisach S.A.S. have a
€100 million committed asset-based credit facility (the “French Inventory Facility”) in place. The Borrowers’ obligations under
the French Inventory Facility are secured by possessory and non-possessory pledges of the eligible inventory of the borrowers.
The Facility was amended in February 2025 and the maturity was extended to December 2027. The French Inventory Facility
remained undrawn at December 31, 2025.
Senior Notes
The June 2020 Notes, the February 2021 Notes, the June 2021 Notes, and the August 2024 Notes are referred to,
collectively, as the “Senior Notes.” The Senior Notes are senior unsecured obligations of Constellium SE and are guaranteed on
a senior unsecured basis by certain of its subsidiaries.
The indentures for our outstanding Senior Notes contain customary terms and conditions, including amongst other things,
limitations for certain of Constellium SE subsidiaries and/or Constellium SE on incurring or guaranteeing additional
indebtedness, on paying dividends, on making other restricted payments, on incurring certain liens, on selling assets and
subsidiary stock, and on merging. Upon a change of control (as defined in the indentures governing each of the Senior Notes),
Constellium SE will be required to make an offer to purchase all outstanding Notes at a price in cash equal to 101% of the
principal amount of the Notes, plus accrued and unpaid interest, if any, to the purchase date.
June 2020 Notes
On June 30, 2020, Constellium SE issued $325 million in aggregate principal amount of 5.625% Senior Notes due 2028
(the “June 2020 Notes”). The June 2020 Notes mature on June 15, 2028.
Constellium SE may redeem the June 2020 Notes at redemption prices (expressed as a percentage of the principal amount
thereof) equal to at par on or after June 15, 2025, in each case plus accrued and unpaid interest, if any, to the redemption date.
February 2021 Notes
On February 24, 2021, Constellium SE issued $500 million in aggregate principal amount of 3.750% Sustainability-
Linked Senior Notes due 2029 (the “February 2021 Notes”). The February 2021 Notes mature on April 15, 2029.
Interest on the February 2021 Notes initially accrues at a rate of 3.750% per annum. From and including April 15, 2027,
the interest rate payable on the February 2021 Notes may be adjusted up to 3.875% per annum if Constellium fails to achieve
the specified target related to recycled metal input.
Constellium SE may redeem the February 2021 Notes at redemption prices (expressed as a percentage of the principal
amount thereof) equal to 101% during the 12-month period commencing on April 15, 2025, and at par on or after April 15,
2026, in each case plus accrued and unpaid interest, if any, to the redemption date.
June 2021 Notes
On June 2, 2021, Constellium SE issued €300 million in aggregate principal amount of 3.125% Sustainability-Linked
Senior Notes due 2029 (the “June 2021 Notes”). The June 2021 Notes mature on July 15, 2029.
Interest on the June 2021 Notes initially accrues at a rate of 3.125% per annum and is payable semi-annually on January
15 and July 15 of each year, beginning January 15, 2022. From and including July 15, 2027, the interest rate payable on the
June 2021 Notes may be adjusted up to 3.275% per annum if Constellium fails to achieve the specified target related to recycled
metal input.
Constellium SE may redeem the June 2021 Notes at redemption prices (expressed as a percentage of the principal amount
thereof) equal to 100.844% during the 12-month period commencing on July 15, 2025, and at par on or after July 15, 2026, in
each case plus accrued and unpaid interest, if any, to the redemption date.
August 2024 Notes
On August 8, 2024, Constellium SE issued a $350 million in aggregate principal amount of 6.375% Senior Notes due
2032 (the “2024 U.S. dollar Notes”) and €300 million in aggregate principal amount of 5.375% Senior Notes due 2032 (the
“2024 Euro Notes” and together with the 2024 U.S. dollar Notes, the “August 2024 Notes”). The August 2024 Notes mature on
August 15, 2032.
Prior to August 15, 2027, Constellium SE may redeem some or all of the August 2024 Notes at a price equal to 100% of
the principal amount of the August 2024 Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus a
“make-whole” premium.
Constellium SE may redeem the 2024 U.S. dollar Notes at redemption prices (expressed as a percentage of the principal
amount thereof) equal to 103.188% during the 12-month period commencing on August 15, 2027, 101.594% during the 12-
month period commencing on August 15, 2028, and at par on or after August 15, 2029, in each case plus accrued and unpaid
interest, if any, to the redemption date.
Constellium SE may redeem the 2024 Euro Notes at redemption prices (expressed as a percentage of the principal
amount thereof) equal to 102.6875% during the 12-month period commencing on August 15, 2027, 101.34375% during the 12-
month period commencing on August 15, 2028, and at par on or after August 15, 2029, in each case plus accrued and unpaid
interest, if any, to the redemption date.
15.2 Fair values of Senior Notes
The carrying value of the Group’s Senior Notes at maturity is the redemption value.
The fair values of Constellium SE Senior Notes issued in June 2020, February 2021, June 2021 and August 2024, based
on quoted prices, were 100.1%, 96.5%, 98.5% and 103.9%, respectively, of the nominal value and amounted to $325 million,
$483 million, $348 million and $658 million, respectively, at December 31, 2025.
The fair value amounts for all Senior Notes were classified in Level 2 of the fair value hierarchy (refer to Note 16 for
further information regarding valuation hierarchy).
15.3 Securities against borrowings and covenants
Assets pledged as security
Constellium has pledged certain assets as collateral against certain of its borrowings (See description of credit
arrangements in Note 15.1 above).
Also, lease liabilities are generally secured as the rights to the leased assets recognized in the financial statements revert
to the lessor in the event of default.
Covenants
The Group was in compliance with all applicable debt covenants at and for the years ended December 31, 2025 and 2024.
15.4 Future maturities of debt
Principal repayments requirements for debt over the next five years and thereafter, excluding finance leases which are
disclosed in Note 12 - Leases, are as follows:
(in millions of U.S. dollars) | At December 31, 2025 | |
Year ending | ||
2026 | 5 | |
2027 | 4 | |
2028 | 328 | |
2029 | 855 | |
2030 | 2 | |
Thereafter | 711 | |
Total undiscounted cash flows | 1,905 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 25, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.