Allen & Overy - News - Liability Management

Allen & Overy advises on liability management and first sustainability-linked bond by Mundys

25 JANUARY 2024

Mundys has issued its inaugural Sustainability-Linked Bond for a nominal value of EUR750 million and maturity of five years, intended for qualified investors. The bond was listed on the regulated market of Euronext Dublin and issued under Mundys existing Euro Medium Term Note Programme supplemented on 27 December 2023 and based on the recently updated Sustainability-Linked Financing Framework.

The new issuance enables Mundys to start reducing the near-term debt maturities, including notes expiring in February 2025 currently subject to the partial tender offer announced on 15 January 2024.

The bond pays a fixed annual coupon of 4.75%. There is a Premium Payment for maximum cumulative 0,75% if Mundys does not satisfy the KPI 1 Condition or the KPI 2 Condition, in accordance with the Conditions of the EMTN Programme. Both KPIs measure progress of the decarbonization roadmap of the group towards 2030.

On January 25 there was the settlement of its invitation to the holders of the outstanding “EUR750,000,000 1.625 per cent. Notes due 3 February 2025” issued by the Company (formerly Atlantia S.p.A.) to tender their Notes for purchase by the Company for cash (the “Offer”) for up to a maximum aggregate principal amount of EUR150 million. The Offer was made as part of the Company’s pro-active management of its liabilities.

Allen & Overy advised the financial institutions on both the transactions - BNP Paribas, Crédit Agricole CIB, Intesa Sanpaolo (Divisione IMI CIB) and Mediobanca Global Coordinators and bookrunners together with Banca Akros BBVA, BPER, HSBC, Mizuho, Natixis, Société Générale and UniCredit, and Crédit Agricole CIB as Sustainability Structuring Coordinator - in relation to the Sustainability-Linked bond and BNP Paribas, Crédit Agricole CIB and UniCredit as dealer manager in relation to the tender offer.

The A&O team was led by partners Cristiano Tommasi and Craig Byrne, supported by senior associate Sarah Capella, associate Alessandro Negri and trainee Francesco Laurenti. Counsel Elia Ferdinando Clarizia advised on tax-related matters.

Full announcement available via Allen & Overy

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***DETAILS OF THE OFFER BELOW***

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Final results of Mundys S.p.A. tender offer - XS1558491855

23 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Euronext

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"Further to pricing in respect of the Offer, which took place at or around 12.00 p.m. (CET) today, the Company has determined that the Final Acceptance Amount is equal to €150,007,000 and that, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, it will accept Notes tendered to the Offer subject to a Pro-Ration Factor equal to 39.4286%, subject to certain adjustments, as described in the Tender Offer Memorandum. A summary of the final results is set out below:

The Settlement Date for the Offer is expected to be 25 January 2024.

The Company’s €750,000,000 4.750 per cent. Fixed Rate Sustainability-Linked Notes due 24 January 2029 (the New Notes) are expected to be issued on 24 January 2024."

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Non-binding indicative results of Mundys S.p.A. tender offer - XS1558491855

23 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Euronext

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"The Offer expired yesterday, 22 January 2024, at 5.00 p.m. (CET) (the Expiration Deadline).

Subject to confirmation (in its sole and absolute discretion) in its announcement of final results and satisfaction or waiver of the New Financing Condition, the Company hereby announces that the indicative level at which it expects to set the Final Acceptance Amount is EUR150,007,000 and that it expects the Pro-Ration Factor to be equal to 39.4286%.

Pricing in respect of the Offer will take place at or around 12.00 p.m. (CET) (the Pricing Time) on 23 January 2024 (the Pricing Date) in the manner described in the Tender Offer Memorandum. As soon as reasonably practicable following the Pricing Time on the Pricing Date, the Company will announce whether, subject to what is indicated below, it will accept valid tenders of Notes pursuant to the Offer and, if so accepted, (i) the Final Acceptance Amount, (ii) the Interpolated Mid-Swap Rate, Purchase Yield, Purchase Price and any details of any pro rata scaling and (iii) the aggregate nominal amount of Notes that will remain outstanding after the Settlement Date.

The purchase by the Company of any Notes validly tendered in the Offer is conditional, without limitation, on the successful completion (in the sole determination of the Company) of the issuance of the New Notes (the New Financing Condition). The settlement of the Company’s €750,000,000 4.750 per cent. Fixed Rate Sustainability-Linked Notes due 24 January 2029 (the New Notes) is expected to occur on 24 January 2024."

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Tender Offer in respect of €750,000,000 1.625 per cent. Notes due 3 February 2025 - XS1558491855

15 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Euronext

Rome, 15 January 2024. Mundys S.p.A. (the “Company”) hereby announces the invitation to the holders (“Noteholders”) of the outstanding €750,000,000 1.625 per cent. Notes due 3 February 2025 (ISIN: XS1558491855) issued by the Company (the “Notes”) to tender their Notes for purchase by the Company for cash (the “Offer”) up to the Maximum Acceptance Amount (as defined below) on the terms and subject to the satisfaction (or waiver) of the New Financing Condition (as defined below) and the other conditions set out in the tender offer memorandum dated 15 January 2024 (the “Tender Offer Memorandum”) prepared in connection with the Offer, and subject to the offer and distribution restrictions set out below. Capitalised terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offer is being made as part of the Company's pro-active management of its liabilities. All Notes purchased by the Company pursuant to the Offer shall be cancelled. Notes which have not been validly submitted and/or accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date in accordance with their terms and conditions.

The Company is therefore inviting all Noteholders (subject to the Maximum Acceptance Amount and the other restrictions described in the Tender Offer Memorandum) to offer their Notes for sale to it on the terms set out in the Tender Offer Memorandum.

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