Naturgy tenders for up to €1 billion of several series of notes

By Sarah Lizee

Olympia, Wash., Nov. 19 – Naturgy Capital Markets, SA and Naturgy Finance BV launched a cash tender offer for up to €1 billion of several series of notes, according to a notice.

The following are included in the offer:

• €590.55 million of 5.125% guaranteed notes due November 2021 with a purchase yield of negative 0.3%;

• €1 billion of 1.125% guaranteed notes due April 2024 with pricing to be set using the January 2024 interpolated mid-swap rate plus 15 basis points;

• €299.6 million of 3.5% guaranteed notes due April 2021 with a purchase yield of negative 0.35%;

• €491 million of 3.875% guaranteed notes due 2022 with a purchase yield of negative 0.25%;

• €462 million of 3.875% guaranteed notes due 2023 with a purchase yield of negative 0.15%;

• €200 million of 2.625% guaranteed notes due May 2023 with a purchase yield of negative 0.1%;

• €500 million of 2.875% guaranteed notes due March 2024 with pricing to be set using the March 2024 interpolated mid-swap rate plus 15 bps; and

• €500 million of 1.375% guaranteed notes due January 2025 with pricing to be set using the January 2025 interpolated mid-swap rate plus 15 bps.

The purchase price will be 105.336 for the April 2021 notes, 110.511 for the November 2021 notes, 109.814 for the April 2022 notes, 112.666 for the January 2023 notes, 109.402 for the May 2023 notes, unless the settlement date is not Nov. 28, in which case the purchase prices will be redetermined.

Holders will also receive accrued interest.

The 5.125% guaranteed notes due November 2021 and 1.125% guaranteed notes due April 2024 were issued by Naturgy Capital, and the remaining series were issued by Naturgy Finance.

The notes are guaranteed by Naturgy Energy Group, SA.

The issuers reserve the right to determine the allocation of the maximum purchase amount between one or more series in their discretion, and reserve the right to accept significantly more or less of the notes of one series as compared to any of the other series up to the maximum purchase amount.

The offer will expire at 11 a.m. ET on Nov. 26.

Naturgy intends to issue under its €15 billion euro medium-term note program new euro-denominated fixed-rate notes, subject to market conditions. The tender offer is conditioned on the new financing, but the condition may be waived.

Noteholders who wish to subscribe for new notes in addition to tendering its notes for purchase may be eligible to receive, at the sole discretion of Naturgy, priority in the allocation of the new notes.

Naturgy said the purpose of the new issue and tender offer is to extend its debt maturity profile in an efficient manner.

The joint dealer managers for the tender offer are CaixaBank, SA (+34 91 700 56 08 09 10, mlafont@caixabank.com, araguilar@caixabank.com, natalia.garcia@caixabank.com or lst.originacion.rf@lacaixa.es), Citigroup Global Markets Ltd. (+44 20 7986 8969 or liabilitymanagement.europe@citi.com) and Credit Agricole CIB (+44 20 7214 5903 or liability.management@ca-cib.com).

The tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or naturgy@lucid-is.com).

Naturgy issues preference shares and other financial debt instruments, with the guarantee of Gas Natural SDG. The company is based in Barcelona.

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