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Madrileña Red de Gas Finance B.V. - Consent Solicitation 2024 (XS) - Launch

Madrileña Red de Gas Finance B.V. announces Consent Solicitation - XS1596739364 - XS1596740453 - XS1369649170

20 MAY 2024


Full announcement including disclaimers and offer restrictions available via Luxse


The Issuer and the Existing Guarantor have today announced the relevant consent solicitations (each, a “Consent Solicitation”, and, together, the “Consent Solicitations”) in respect of each Series of Notes.

The Issuer and the Existing Guarantor intend to seek consent of the Noteholders at the relevant meeting (the “Meeting”) to make certain amendments to the Conditions of the Notes and the replacement of the Deed of Guarantee in respect of each Series of Notes, as set forth in the consent solicitation memorandum dated 20 May 2024 (the “Consent Solicitation Memorandum”).


Capitalised terms used in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum.


Background to the Proposals


The Proposals are aimed at complying with recent regulatory developments that affect the Existing Guarantor and the debt structure of the group of companies to which both the Existing Guarantor and the Issuer belong (such group, headed by Elisandra Spain IV, S.L., the “Group”).


Consistent with the Group’s ongoing intention to remain fully compliant with applicable regulatory requirements, the Issuer and the Existing Guarantor are inviting Noteholders to participate in the Consent Solicitations with the objective of replacing the Existing Guarantor with Elisandra Spain V, S.L.U. (the “New Guarantor”), which is the Existing Guarantor’s parent company and sole shareholder, and making certain other changes to the Conditions of the Notes.


Subject to compliance with the Pari Passu Condition (as defined below), the Issuer expects no negative credit rating action by current credit rating agencies to occur as a result of the replacement of the Existing Guarantor with the New Guarantor or the implementation of the proposed changes and the New Guarantor maintains strong shareholder commitment to an investment grade rating.


A credit rating is not a recommendation to buy, sell or hold the Notes and may be revised or withdrawn by the rating agency at any time.


The Issuer and the Existing Guarantor consider the Consent Solicitations to be the most efficient way to align the Group’s capital structure with regulatory requirements. The Issuer and the Existing Guarantor consider the Consent Solicitations to be the most efficient way to align the Group’s capital structure with regulatory requirements. Noteholders should note that the Group has discussed with Spain’s National Commission for Markets and Competition (Comisión Nacional de los Mercados y la Competencia or “CNMC”) a number of alternative options in addition to the Consent Solicitations, including corporate transactions such as a merger between the Existing Guarantor and the New Guarantor, and will further consider those other options if the Consent Solicitations are unsuccessful.


Noteholders should also note that the lenders under the Existing Guarantor’s €225,000,000 Sustainability-Linked Term Facilities Agreement dated 3 August 2022 entered into between, among others, the Existing Guarantor and CaixaBank, S.A. as agent (the “Bank Facility”) have agreed to implement changes to the Bank Facility to replace the Existing Guarantor by the New Guarantor as borrower under the Bank Facility and to make certain other changes to the terms of the Bank Facility (the “Bank Facility Move-Up”). The lenders’ agreement to the Bank Facility Move-Up is conditional on the amendment and restatement of the Bank Facility (which is subject to satisfaction of customary conditions precedent) and the Consent Solicitations being approved.


In addition, the hedging counterparties under the hedging agreements entered into to hedge the interest rate risk of the Existing Guarantor arising from the Bank Facility (the “Hedging Agreements”) have also agreed to the replacement of the Existing Guarantor by the New Guarantor as counterparty under the Hedging Agreements (the “Hedging Agreements Move-Up”). The hedging counterparties have agreed to the Hedging Agreements Move-Up, which is conditional on the Bank Facility Move-Up being implemented.



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