E.ON offers innogy bondholders to transfer approximately €11.5 billion of bonds to E.ON
- E.ON centralizes financing activities as part of the integration process of the former innogy Group
- Holders of innogy bonds are offered E.ON SE as new debtor or guarantor
- Bondholders need to act and respond to the offer as specified in the offer documents
Today, E.ON has launched a liability management exercise to harmonize the Group’s funding structure.
Optimization measures as part of the integration synergies encompass the discontinuation of preparing and publishing consolidated innogy financials. In addition, any remaining rating contracts of innogy will be cancelled. Group-internal reorganizations are expected to reduce total assets and/or capitalization available to innogy’s bondholders.
E.ON wants to ensure that bondholders are treated fairly and thus offers innogy bondholders to move to the same level and status as current E.ON bondholders. Holders of innogy bonds therefore need to act and respond to the offer as specified in the offer documents.
E.ON’s CFO Marc Spieker: “The execution of our synergy program is in full swing. Providing innogy bondholders the option to switch to E.ON is a logical step of our commitment to all our stakeholders.”
All transaction documents are available online at:
Citigroup and NatWest Markets are assisting with the execution of the transaction. White & Case acts as their legal counsel.
The notes and any new securities resulting from the liability management exercise (the “Consent Solicitations”) have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the “Securities Act”) and any such new securities are being offered and sold pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder.The Consent Solicitations are made with regard to the notes of innogy Finance B.V., a private company with limited liability (besloten vennotschap) incorporated under Dutch law (the “Existing Issuer”), guaranteed by innogy SE, a European Company (Societas Europaea) organized in the Federal Republic of Germany under German and European laws (the “Existing Issuer”) and are subject to German disclosure and procedural requirements that are different from those of the United States. Any financial information included in this press release has been prepared in accordance with applicable accounting standards in Germany that may not be comparable to the financial statements of United States companies. The Consent Solicitations will be made in the United States in reliance on exemptions from Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended. As a result, the Consent Solicitations will be made in accordance with the applicable regulatory, disclosure and procedural requirements under German law, including with respect to the timetable, settlement procedures and timing of payments, that are different from those applicable under United States domestic tender offer procedures and law. It may be difficult for noteholders to enforce their rights and any claim noteholders may have arising under the federal securities laws, since E.ON International Finance B.V. (the “Substitute Issuer”) and E.ON SE (the “New Guarantor”) are located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of non-U.S. jurisdictions. Noteholders may not be able to sue the Substitute Issuer, the New Guarantor, the Existing Issuer or the Existing Guarantor or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Substitute Issuer, the New Guarantor, the Existing Issuer or the Existing Guarantor and their respective affiliates to subject themselves to a U.S. court’s judgment.Noteholders should be aware that the Substitute Issuer may purchase the notes otherwise than under the Consent Solicitations, such as in open market or privately negotiated purchases.