S&P Global Ratings has reduced the credit rating of Advantage Solutions Inc. and placed the issuer on CreditWatch negative after the company disclosed an exchange offer for portions of its outstanding secured borrowing, according to S&P's notice. The ratings action centers on uncertainty about whether the proposed transaction will secure sufficiently broad lender support and be implemented as outlined.
The company launched the exchange solicitation with the backing of holders representing 56% of its outstanding debt. That supporting group comprises 54% of term loan lenders and 59% of bondholders. The solicitation, however, is conditioned on a minimum participation threshold of 99% - a figure that the company has said could be amended.
The terms of the proposed exchange cover Advantage Solutions' $1.1 billion term loan maturing in October 2027 and $595 million of senior secured notes due November 2028. Under the proposal, participating creditors would receive 92.6% of their holdings in new super-priority debt due in 2030 and 7.4% in cash. Lenders who tender early would be eligible for a 2.25% support premium payable in kind.
Key economic changes in the transaction include an increase in the term loan margin to SOFR plus 6%, which S&P notes is 175 basis points higher than the current margin. The new notes would carry a 9% coupon, a rise of 250 basis points versus existing rates. In addition, scheduled term loan amortization would increase to $26 million annually from the current $13 million.
S&P highlighted structural consequences for non-consenting creditors: lenders that do not agree to the exchange would face subordination within the capital structure. Noteholders who withhold consent would lose existing security and guarantees that currently support their claims. Advantage Solutions plans to use available cash on hand to fund a $125 million upfront payment to consenting holders and to cover related transaction costs.
In its assessment, S&P said it would not treat the exchange as a distressed exchange if a very significant portion of lenders consent and thereby retain their collateral and ranking. Conversely, S&P stated that should a substantial number of lenders decline the offer, it would likely view the outcome as a selective default.
The downgrade also reflects broader pressures facing Advantage Solutions. S&P points to headwinds in the company's higher-margin branded and retail services businesses during 2025, driven by constrained client budgets, the in-sourcing of previously outsourced services, repricing pressures, and heightened competition. S&P estimates a 2% decline in revenue and an approximately 6% reduction in underlying adjusted EBITDA in 2025 versus 2024, and it expects these trends to continue into 2026.
By contrast, the company's experiential segment has been stronger, delivering improved results tied to increased event counts and rising demand from existing customers. Reorganization measures initiated in late 2023 are largely complete, and S&P expects lower restructuring costs to partially offset the industry-related pressures facing the company in 2026.
On a pro forma basis, if the exchange is executed as proposed and achieves full participation prior to the early tender deadline, gross debt would fall by roughly $90 million, yielding a moderate reduction in leverage. S&P estimates that Advantage Solutions' adjusted leverage stood at about 6.3x at the end of 2025 and could improve modestly to about 6.1x in 2026. Offsetting that leverage benefit, however, are materially higher borrowing costs: S&P projects annual interest expense to rise by $25-30 million, which would reduce EBITDA interest coverage to roughly 1.6x in 2026 from about 1.9x in 2025.
S&P concluded that it will resolve the CreditWatch placement once there is greater clarity on the level of lender support and the progress of the proposed transaction.
Executive summary
- S&P downgraded Advantage Solutions and placed its ratings on CreditWatch negative following the company’s exchange offer announcement.
- The exchange covers a $1.1 billion term loan due October 2027 and $595 million of senior secured notes due November 2028, with proposed new 2030 super-priority debt and a small cash component.
- S&P flags execution risk: insufficient lender participation could lead to subordination of non-consenting creditors and likely be treated as a selective default.