NorteGas reopens tenders on €550 million 0.918% notes due 2022

By Taylor Fox

New York, Jan. 21 – NorteGas Energia Distribucion SAU reopened and extended its tender offer for its €550 million 0.918% guaranteed notes (ISIN: XS1691349796) due 2022, according to an announcement.

The notes are guaranteed by NED Espana Distribucion Gas, SAU and NED Suministro GLP, SAU.

The offer previously expired at 11 a.m. ET July 23. The new expiration date has been set for 11 a.m. ET Jan. 25, with new settlement set for Jan. 27.

The purchase price will be 101.659, or €1,016.59 per €1,000 of notes tendered.

As of 11 a.m. ET Jan. 20, NorteGas had already received valid offers for €407,138,000, or 74.03%, of the aggregate principal amount notes outstanding. The tender offer was launched on Jan. 13.

If the aggregate principal amount of the outstanding notes is equal to or less than 20% of their original amount, the offeror may elect to redeem all of the outstanding notes at par plus interest by giving 30 days’ notice.

Based on the current level of tenders, further repurchases of €32,862,000 would allow NorteGas to reach the required threshold for the clean-up call.

In addition to triggering the clean-up call, NorteGas decided to extend the offers to sell in order to provide eligible holders with additional time to participate.

If, following the settlement of the offers, the clean-up call threshold has not been reached, the offeror reserves the right to purchase additional notes or otherwise at any price in order to meet the threshold.

NorteGas intends to exercise the clean-up call if the aggregate principal amount of notes repurchased reaches the threshold.

NorteGas agreed to issue €550 million of 0.905% fixed rate notes due Jan. 22, 2031 under its €2 billion euro medium-term note program, and the new financing condition for the tender offer is expected to be satisfied on Jan. 22.

Dealer managers for the offers are Banco Santander SA (+44 7418 709 688, +44 7742 403 679, adam.crocker@santandercib.co.uk, adam.crocker@santandercib.co.uk), Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com) and BNP Paribas (+33 155 777894; liability.management@bnpparibas.com).

Lucid Issuer Services Ltd. (+44 207 704 0880, nortegas@lucid-is.com) is the tender agent.

NorteGas is the second largest gas distribution company in Spain. Headquarters for the company are in Asturias.

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