Iberdrola holders pass amendment for €525 million subordinated notes

By Jennifer Chiou

New York, Feb. 26 – Iberdrola, SA and Iberdrola International BV announced that holders voted to pass an extraordinary resolution for Iberdrola International’s €525 million undated deeply subordinated reset rate guaranteed securities.

The notes are guaranteed on a subordinated basis by Iberdrola, SA.

Holders of €387.7 million of the notes were represented at the Feb. 26 meeting, and 99.87% of those notes were in favor of the extraordinary resolution, according to a company filing.

The companies were soliciting consents to align the status of the securities with that of recent hybrid capital instruments issued by Dutch entities.

Specifically, the companies sought approval to complete the following:

• Supplement the definition of “junior obligations of the issuer” and “junior obligations of the guarantor” with the addition of any equity instruments of the issuer and the guarantor, respectively;

• Remove references to preference share capital from the scope of “parity obligations of the issuer” and “parity obligations of the guarantor”; and

• Add a new definition of “consolidated financial statements,” “preferred shares of the issuer” and “subsidiary.”

The early voting and consent fee will be €0.50 for each €1,000 principal amount. Iberdrola said it will pay the fees within 15 business days.

As noted, beneficial owners will not be eligible to receive the early voting and consent fee if they (i) instructed the common depositary to appoint a proxy other than the tabulation and information agent to attend and vote at the meeting, (ii) attended the meeting in person, (iii) did not attend or were not represented at the meeting, (iv) submitted a consent instruction against the proposal or after the early voting deadline or (v) if they revoked their instructions or unblock their securities before the meeting, the press release noted.

A beneficial owner of the securities who is a sanctions restricted person could not participate in the consent solicitation, according to a prior press release.

The early voting deadline was 11 a.m. ET on Feb. 20. The deadline for submission of consent instructions was 5 a.m. ET on Feb. 24.

The solicitation began on Feb. 4.

The consent solicitation agents were Barclays Bank plc (attn: liability management group, 44 0 20 3134 8515, email: eu.lm@barclays.com), J.P. Morgan Securities plc (attn: liability management, 44 207 134 3438, fax 44 203 493 1453 or emea_lm@jpmorgan.com).

The tabulation and information agent was Lucid Issuer Services Limited. (attn: David Shilson, 44 0 20 7704 0880 or iberdrola@lucid-is.com).

The bank and finance company is based in Bilbao, Spain.

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