30 APR 2018
InterGen Announces Asset Sale Offer to Purchase All Senior Secured Notes
InterGen N.V. ("InterGen" or the "Company") today announced an invitation to offer to purchase, for par value (the "Offer Price"), all of its outstanding 7.500% Senior Secured Notes due 2021 (the "Sterling Notes") and 7.000% Senior Secured Notes due 2023 (the "Dollar Notes" and, together with the Sterling Notes, the "Notes"), together with accrued and unpaid interest up to but excluding the date of purchase (the "Offer to Purchase").
The Offer to Purchase shall be subject to the terms and conditions set out in the Asset Sale Offer to Purchase dated April 30, 2018 (the "Asset Sale Offer") prepared by the Company. Capitalized terms used in this announcement but not defined have the meanings given to them in the Asset Sale Offer.
Registered holders of the Notes wishing to participate must provide an Electronic Instruction to the Tender Agent by 5 p.m. London time on May 29, 2018 (the "Expiration Date"), subject to any extension by the Company. Noteholders wishing to participate are advised to check with their bank, securities broker or other intermediary. Noteholders who need assistance with respect to the procedures for participating in the Offer should contact the Tender Agent, the contact details of which are set out below.
On the day following the Expiration Date, the Company will publicly announce the total principal amount of the Notes purchased (the "Purchased Notes"). The Company expects to pay the Offer Price together with accrued and unpaid interest up to but excluding the date of purchase promptly after the Expiration Date, expected to be May 31, 2018, subject to extensions to the Expiration Date by the Company. Holders of Notes that are purchased will not receive any future interest payments on such Purchased Notes.
On April 26, 2018, the Company consummated the sale of the assets of its Mexican operations (the "InterGen Mexican Sale") to Cometa Energía, S.A. de C.V. (as assignee of El Aguila Holdings B.V.), a portfolio company of Actis. On April 26, 2018, the Company made the determination in accordance with section 4.11(d) of the Indenture that $408,000,000 of the net proceeds from the InterGen Mexican Sale are currently Asset Sale Excess Proceeds (as defined in the Indenture). $92,000,000 of the remaining net proceeds from the InterGen Mexican Sale continue to be pending the application requirements of section 4.11 of the Indenture.
All Notes tendered under the Offer to Purchase shall be purchased out of Asset Sale Excess Proceeds, except that the Company reserves the right to accept for repurchase any amount of Notes validly tendered in the Asset Sale Offer greater than the Asset Sale Excess Proceeds. If the aggregate principal amount of validly tendered Notes is greater than the Asset Sale Excess Proceeds and the Company does not decide to accept for repurchase of Notes in excess of the Asset Sale Excess Proceeds, then the Notes will be accepted for repurchase by the Company on a pro rata basis. If the Company decides to accept for repurchase any amount of Notes validly tendered in the Asset Sale Offer greater than the Asset Sale Excess Proceeds, the Company will, first, accept Notes for repurchase by the Company up to the Asset Sale Excess Proceeds on a pro rata basis and after the Asset Sale Excess Proceeds have been applied on a pro rata basis to the tendered Notes, the Company may, in its sole and absolute discretion, including with respect to which series of Notes may be accepted and in what amounts, accept any remaining tendered Notes of any series for repurchase.
In the event that not all of the holders of the Notes accept the Offer to Purchase, the Company may first apply any Asset Sale Excess Proceeds remaining after the completion of the Offer to Purchase to redeem any Sterling Notes that remain outstanding under, and in accordance with, the Indenture. The redemption date for any such transaction would be on or after June 30, 2018.
In addition, the Company will further consider (i) potential options to restructure all or part of the remaining capital structure of the Group, including refinancing all or part of the remaining Indebtedness of the Group (including the remaining outstanding Notes) and/or hedging the interest rate and currency profile of the remaining outstanding Notes with financial instrument transactions ("Capital Restructuring Options") and (ii) all potential uses of any remaining proceeds from the InterGen Mexican Sale which are permitted under the Indenture with respect to the Notes, including, but not limited to, investments, acquisitions, dividends or other distributions to the Company's shareholders or purchases of any remaining Notes through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions of the Notes in accordance with their terms or otherwise. There may be no value to be received by holders of the Notes if no actions are taken with respect to the remaining Notes or any value to be received by holders of the Notes in any of these or other transactions might be more or less than that offered in the Offer and could be for cash or other consideration.
Any decision by the Company to pursue any of these transactions, in particular potential refinancing of its any or all of its remaining Indebtedness or hedging of the interest rate and currency profile of the remaining outstanding Notes with financial instrument transactions, may likely affect the market price and liquidity of the Notes. The Company will continue to evaluate potential Capital Restructuring Options as well as options with respect to such other transactions from time to time, taking into consideration then-prevailing market conditions that may be available for Capital Restructuring Options and the then-prevailing capital structure of the Group as a result of the amount of Notes accepted for tender pursuant to the Offer and any Sterling Notes Redemption.
InterGen is a global power generation firm with five power plants in operation and one under construction, representing a total generation capacity of 4,213 megawatts (3,250 net equity MW). These facilities are located in Australia and the United Kingdom. InterGen is jointly owned by the Ontario Teachers’ Pension Plan and China Huaneng Group/Guangdong Yudean Group. For more information, visit www.InterGen.com.
Questions or requests for assistance concerning the procedures of the Offer or for additional copies of the Asset Sale Offer should be directed to Lucid Issuer Services Limited, as the Tender Agent in London: Tel: +44 207 704 0880; E-mail: firstname.lastname@example.org; Attention: Paul Kamminga.
This press release contains statements that may constitute "forward-looking statements" within the meaning of applicable securities legislation. These forward-looking statements include, among others, statements specifically related to the intention to purchase Notes, payment of the Offer Price, the anticipated use of any Asset Sale Excess Proceeds remaining following completion of the Offer to Purchase, and statements regarding business strategy, plans and other expectations, beliefs, goals, objectives, information and statements about possible future events. Readers are cautioned not to place undue reliance on such forward-looking statements. Forward looking statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward looking statements. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur or, if any of them do so, what benefits InterGen will derive there-from.
Any forward looking statements made in or incorporated by reference into this press release speak only as of the date hereof. The Company does not intend to publicly update or revise these forward looking statements to reflect events or circumstances after the date of this press release, and does not assume any responsibility to do so.