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KYIV, Ukraine - PJSC "National Power Company "Ukrenergo" has reached an agreement for a liability management exercise concerning its $825 million 6.875% Guaranteed Sustainability-Linked Green Notes due 2028. The arrangement includes a cash tender offer and an exchange offer for new debt securities, as confirmed in a press release on April 28, 2025.
The tender offer involves raising $430 million through international capital markets backed by DFI financing, which will fund the repurchase of the notes using a reverse Dutch auction process with a ceiling price of 65.125% of the principal and accrued interest. If oversubscribed, notes tendered at the cut-off price will be accepted on a pro rata basis, and any remaining notes will be reallocated to the exchange offer.
The exchange offer allows note holders to swap their existing notes for new unguaranteed notes due 2031, with an 8.5% coupon and a semi-annual amortization schedule starting in June 2028. Voluntary participants will receive an equal principal amount of the new notes, including accrued interest. However, if the tender offer is not fully subscribed, a reallocation mechanism will apply, repurchasing notes at a lower price to fully utilize the $430 million.
Furthermore, participation in the tender or exchange offer will automatically include a vote in the consent solicitation for certain amendments to the notes and the sovereign guarantee. The successful completion of this consent solicitation is a prerequisite for the DFI-backed financing and, consequently, for the tender and exchange offers.
Oleksii Brekht, Acting Chairman of Ukrenergo’s Management Board, expressed satisfaction with the voluntary restructuring terms, emphasizing the importance of the company’s efforts to rebuild and enhance Ukraine’s power grid. Richard Deitz, President of the VR Capital Group and a member of the ad hoc group representing note holders, also endorsed the terms, highlighting the balance achieved between stakeholders’ commercial expectations and Ukrenergo’s capital needs.
The liability management exercise is anticipated to conclude by early July 2025, with detailed terms provided in Annex A of the press release. Ukrenergo is advised by White & Case LLP and Rothschild & Co, while the ad hoc group is advised by Cleary Gottlieb Steen & Hamilton LLP.
This announcement, based on a press release statement, is intended for immediate release and does not constitute an offer of the new securities for sale in the United States. The new securities will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold within the United States without an exemption from registration requirements.
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