Energean PLC (Energean) (ENOG) is pleased to announce that its subsidiary, Energean Israel Finance Ltd. intends to offer US$2.5 billion aggregate principal amount of four tranches of senior secured notes, which are expected to mature in 2024, 2026, 2028 and 2031 (the “Notes”). The net proceeds from the proposed offering of the Notes (the “Offering”) are expected to be used:
- to repay outstanding indebtedness under Energean’s and its subsidiaries’ (collectively, the “Group”) US$1.45 billion project finance facility and a US$700 million term loan;
- to replace the existing undrawn amounts available under those facilities;
- to fund certain reserve accounts; and
- for transaction expenses and the Group’s general corporate purposes.
The Offering follows a thorough evaluation by the Group of the options available for the refinancing of the project finance facility and the term loan, as had previously been communicated to the market, and following positive feedback from its recent non-deal roadshow. The Group will announce the pricing of the Offering prior to its completion, if the Offering reaches the pricing stage.
The management of the Group intends to hold a global roadshow with institutional investors in connection with the Offering.
The Notes may not be offered or sold in the United States without registration or pursuant to an exemption therefrom. The Notes will be offered to (a) qualified institutional buyers in the United States pursuant to Rule 144A of the United States Securities Act 1933, as amended (the “Securities Act”) that are qualified purchasers (as defined in section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”)), or (b) outside the United States in reliance on Regulation S of the Securities Act.
If issued, the Notes are expected to be listed for trading on the TACT Institutional of the Tel Aviv Stock Exchange Ltd. (the “TASE”), subject to the approval of the TASE.
The Notes will be offered subject to prevailing market and other conditions. There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed. Nothing in this announcement will serve to create any type of commitment whatsoever on the part of the Group to carry out the Offering, and does not constitute a public offering, a tender or other offer of any kind, or solicitation to purchase securities of Energean.