EBN Finance commences tender offer for $300M senior notes

LONDON – EBN Finance Company B.V., in collaboration with Ecobank Nigeria Limited, has initiated a tender offer and consent solicitation for its outstanding $300 million 7.125% Senior Note Participation Notes due 2026. The offer, which started on June 3, 2025, will remain open until the expiration deadline of 5:00 p.m. (New York City time) on July 2, 2025.

Noteholders who tender their notes before the early participation deadline of 5:00 p.m. (New York City time) on June 17, 2025, will be eligible to receive the total consideration of $1,012.50 per $1,000 in principal amount of notes, in addition to accrued interest. This total includes an early tender premium of $12.50 per $1,000 in principal amount of notes. Submissions after the early deadline but before the expiration will receive the tender offer consideration of $1,000 per $1,000 in principal amount of notes, along with accrued interest.

The tender offer is capped at a maximum acceptance amount of $150 million, which the issuer may adjust at its discretion. Noteholders who provide their consent to the proposed amendment related to the Senior Note without tendering their notes by the early participation deadline may also receive an early consent fee of $2.50 per $1,000 in principal amount of notes, payable only if the extraordinary resolution is approved at a meeting scheduled for July 7, 2025.

The offer follows significant devaluation of the Nigerian Naira, which impacted the Bank’s capital adequacy ratio, falling below the required minimum level. The Bank has taken steps to improve its capital adequacy, including capital injections and plans for issuing additional bonds.

The tender offer is part of a broader strategy to manage the Bank’s liquidity and prevent potential default due to the capital adequacy ratio not meeting the required levels by the reversion date, September 30, 2025. The Bank intends to use part of its surplus liquidity to fund the buyback of a portion of the notes through this tender offer.

Settlement for notes accepted in the offer is expected to occur on or about July 8, 2025. Noteholders are advised to review the procedures for participating in the offer detailed in the tender offer and consent solicitation memorandum dated June 3, 2025, available on the transaction website.

This news is based on a press release statement and does not constitute an offer to buy or a solicitation of an offer to tender or sell securities. The offer is not being made in any jurisdiction where such offer or solicitation is not in compliance with the laws or regulations of such jurisdiction.

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