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Metinvest B.V. - Tender Offer 2024 UMDA (XS) - Results

Metinvest B.V. announces the results of the offers to the holders of its outstanding (i) EUR 300,000,000 5.625 per cent. Notes due 2025 represented by Regulation S Global Note (ISIN: XS2056722734) (the “2025 Notes”); and (ii) U.S.$647,661,000 8.500 per cent. Notes due 2026 represented by the Regulation S Global Note (ISIN: XS1806400708) (the “2026 Notes” and together with the 2025 Notes, the “Notes”) to tender such Notes for purchase for cash.


10 May 2024


Full announcement, including disclaimers and restrictions, available via Euronext

Scroll below for information on previous offers related to this Issuer


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"Announcement of Results


Following the Expiration Deadline, the Company has decided to accept Notes validly tendered pursuant to the Offers as follows:


2025 Notes Offer


The final results of the 2025 Notes Offer are as follows:


Series Acceptance Amount EUR 37,039,000

Scaling Factor Not Applicable

The applicable Euro/ U.S. Dollars Exchange Rate was 1.07480.


Following the settlement of the 2025 Notes Offer, EUR 197,156,000 in aggregate nominal amount of the 2025 Notes will remain outstanding.


2026 Notes Offer


The final results of the 2026 Notes Offer are as follows:

Series Acceptance Amount U.S.$ 56,283,000

Scaling Factor 54%


Following the settlement of the 2026 Notes Offer, U.S.$ 437,588,000 in aggregate nominal amount of the 2026 Notes will remain outstanding.


The Settlement Date for the Offers will be 15 May 2024."


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Metinvest B.V. announces offers to the holders of its outstanding (i) EUR 300,000,000 5.625 per cent. Notes due 2025 represented by the Regulation S Global Note (ISIN: XS2056722734) (the “2025 Notes”); and (ii) U.S.$647,661,000 8.500 per cent. Notes due 2026 represented by the Regulation S Global Note (ISIN: XS1806400708) (the “2026 Notes” and together with the 2025 Notes, the “Notes”) to tender such Notes for purchase for cash.


29 April 2024


Full announcement, including disclaimers and restrictions, available via Euronext

Scroll below for information on previous offers related to this Issuer


...


"Metinvest B.V. (the “Company”) has decided to separately invite all holders (subject to the offer restrictions referred to below) of its outstanding (i) 2025 Notes to tender such Notes for purchase by the Company for cash (the “2025 Notes Offer”); and (ii) 2026 Notes to tender such Notes for purchase by the Company for cash (the “2026 Notes Offer” and, together with the 2025 Notes Offer, the “Offers”)."


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Material pricing terms



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"Rationale for the Offers


The rationale for the Offers is to utilise the Group’s liquidity outside of Ukraine to proactively manage the Company’s debt burden, smooth cash outflows for debt service, improve the Group’s overall debt sustainability, as well as to lower liquidity pressures for the upcoming maturities of the 2025 Notes and the 2026 Notes, given the ongoing turbulent operating environment for the Group.


The ongoing war in Ukraine, coupled with volatile prices on the Group’s products present unprecedented challenges to the operations of the Company and its subsidiaries. Furthermore, although as at 31 December 2023 the Company and its subsidiaries outside Ukraine had sufficient cash balances to meet the Company’s scheduled interest payment obligations in the near term, there are certain limitations on sending cash upstream to the Company from its Ukrainian subsidiaries given the National Bank of Ukraine’s current currency control restrictions, and there can be no assurance that these restrictions will be lifted, or waivers from such restrictions will be granted, when required or at all.


The Offers give Noteholders an option to decrease their exposure to the Group in the context of an ongoing war. The Group’s business remains susceptible to a number of risks which are beyond management’s control and include, among others: increased intensity of Russian assaults on the frontline; escalated strikes on Ukraine’s power assets and the resulting disruption to availability of grid power for the Group’s operations; uncertain sustainability of the Black Sea navigation; deficit of the personnel due to mobilisation in Ukraine; and volatile prices for key products. These risks could adversely affect the price of the Notes in the future. See also “Risk Factors and Other Considerations – Uncertainty as to the trading market for Notes not purchased” in the Tender Offer Memorandum."


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METINVEST B.V. ANNOUNCES FINAL RESULTS OF INVITATION FOR OFFERS TO SELL FOR CASH IN A MODIFIED DUTCH AUCTION IN RELATION TO ITS U.S.$944,515,000 FIXED RATE SENIOR NOTES DUE 2023


28 December 2022


Full announcement available via EURONEXT.


"Summary of Final Results and Final Settlement


The Invitation expired at 11:59 p.m. (New York time) on 23 December 2022. The aggregate principal amount of the Notes submitted after the Early Tender Deadline and accepted for purchase is U.S.$500,000.


The Final Settlement Date is expected to take place on or about 29 December 2022.


Noteholders who validly tendered their Notes after the Early Tender Deadline, and whose Notes have been accepted for purchase by the Company pursuant to the Invitation will receive on the Final Settlement Date (i) the Late Purchase Price of U.S.$770 per U.S.$1,000 in principal amount of Notes and (ii) accrued interest equal to U.S.$27.1250 per U.S.$1,000 in principal amount of Notes (rounded to four decimal places for presentation convenience in this announcement).


In total, the Company has accepted U.S.$23,625,000 in aggregate principal amount of Notes for purchase during the Invitation.


After the Final Settlement Date, the outstanding principal amount of Notes will be U.S.$144,958,000."

 

METINVEST B.V. ANNOUNCES EARLY RESULTS OF INVITATION FOR OFFERS TO SELL FOR CASH IN A MODIFIED DUTCH AUCTION IN RELATION TO ITS U.S.$944,515,000 FIXED RATE SENIOR NOTES DUE 2023


12 December 2022


Full announcement available via EURONEXT.


"Summary of Early Tender Results


The Early Tender Deadline expired at 5:00 p.m. (New York time) on 9 December 2022. Pursuant to the modified Dutch auction procedure as described in the Invitation for Offers, the Company hereby announces the Early Tender results as of the Invitation as set out in below table:"


 

METINVEST B.V. ANNOUNCES INVITATION FOR OFFERS TO SELL FOR CASH IN A MODIFIED DUTCH AUCTION IN RELATION TO ITS U.S.$944,515,000 FIXED RATE SENIOR NOTES DUE 2023 (OF WHICH U.S.$168,583,000 IS CURRENTLY OUTSTANDING)


Full announcement available via EURONEXT.


"Metinvest B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat (statutaire zetel) in Rotterdam, The Netherlands and its registered address at Gustav Mahlerplein 74 B, 1082MA, Amsterdam, The Netherlands, and registered with the Dutch Trade Register of the Chamber of Commerce under number 24321697 (the “Company”) has today launched invitations to holders (the “Noteholders”) of its U.S.$944,515,000 Fixed Rate Senior Notes due 2023 (of which U.S.$168,583,000 is currently outstanding) (the “Notes”) to tender for purchase for cash the Notes, up to a maximum consideration of U.S.$70,000,000 (the “Maximum Consideration”), subject to the jurisdictional offer and distribution restrictions below, and upon the terms and subject to the conditions set forth in an invitation for offers dated 28 November 2022 (as it may be amended or supplemented from time to time, the “Invitation for Offers”) in accordance with a modified Dutch auction procedure (the “Invitation”)."


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"Rationale for the Invitation


The rationale for the Invitation is to proactively manage the Company’s debt maturity to smooth cash outflows for debt service and lower liquidity pressures for the first half of 2023, given the highly turbulent operating environment for the Company and its subsidiaries. Although the Company currently intends to continue to service its debt, the ongoing war in Ukraine coupled with volatile prices on Metinvest’s products present unprecedented challenges to the operations of the Company and its subsidiaries. The Invitation gives the Company’s investors an option to decrease their exposure to Ukraine-related businesses in the context of an ongoing war and broader market dislocations."


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