Azure Power units get needed consents to amend 2024, 2026 notes

By Mary-Katherine Stinson

Lexington, Ky., Dec. 8 – Azure Power Solar Energy Private Ltd. and Azure Power Energy Ltd. gave the results of their consent solicitation relating to two series of notes on Tuesday, according to a multiple releases.

As previously reported, the consent solicitation covered the $350,101,000 5.65% senior notes due 2024 issued by Azure Power Solar Energy (Cusips: 05502TAA6, V04008AA2) and $414 million 3.575% senior notes due 2026 issued by Azure Power Energy (Cusips: 05502VAA1, V0002UAA5). The $414 million of 2026 notes is subject to a pool factor of 0.8631, following partial mandatory amortization redemptions, which will result in an outstanding amount of $357,323,400.

As of the expiration deadline, noteholders holding $347.04 million, or 99.13%, of the principal amount of the 2024 notes and $354,838,535, or 99.3%, of the principal amount of the 2026 notes, after application of the pool factor, validly delivered their consents to the proposed amendments.

The offer’s requisite consent condition has been satisfied. Consents were required from a majority in aggregate principal amount of both series of notes.

The companies will pay a consent fee of 0.6%, or $6 per $1,000 principal amount of notes, rounded to the nearest cent with half a cent rounded upwards and as adjusted in the case of the 2026 notes because of the pool factor. The consent fee for the 2026 notes will be paid following the application of the pool factor.

The purpose of the consent solicitation is to amend the reporting covenant for the 2024 and 2026 notes and amend the restricted payments and limitations on amendments of onshore debt covenants in the indenture governing the 2024 notes to allow for the implementation of a cash-neutral intercompany transaction.

The companies carried out the consent solicitation after discussions with some holders of the notes. Those noteholders had proposed the consent solicitation in August. At the time, the company did not believe that it required any consent solicitation in order for it to remain in compliance with its obligations under the notes; however, after further discussions, the companies launched the consent solicitation.

As previously reported, the companies are also undertaking a tender offer to purchase an outstanding $40 million of the 2024 notes and an outstanding $12 million of the 2026 notes by March 25, 2024 and to purchase an outstanding $8 million of the 2026 notes by Aug. 26, 2024. The notes will be purchased at par plus accrued interest.

The consent solicitation began on Nov. 28 and expired at 5 p.m. ET on Dec. 7. Settlement is expected on Dec. 18.

HSBC Bank USA, NA is the trustee, collateral agent and common collateral agent.

Barclays (+44 20 3134 8515, eu.lm@barclays.com), HSBC Ltd. (212 525-5552, 888 HSBC-4LM, +852 3941 0223, +44 20 7992 6237, liability.management@hsbcib.com) and MUFG Securities Asia Ltd. Singapore Branch (+852 2860 1672, Project_Phoenix_LM@spr.sc.mufg.jp) are the solicitation agents.

Morrow Sodali Ltd. (+852 2319 4130, +44 20 4513 6933, 203 658-9457, azurepower@investor.morrowsodali.com; https://projects.morrowsodali.com/ azurepower) is the information and tabulation agent.

The issuer is a Mauritius-based subsidiary of Azure Power Global Ltd., a New Delhi-based solar power company.

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