EDF launches tender offer for $1.5 billion reset perpetual notes

By Marisa Wong

Los Angeles, June 6 – EDF SA has begun an offer to purchase for cash any and all of its $1.5 billion reset perpetual subordinated notes (Cusip: 268317AM6, F2893TAM8) with a first call date of Jan. 22, 2024, according to a press release.

The issuer is offering a total purchase price of $995 per $1,000 principal amount. The total price includes an early participation premium of $50 per $1,000 of notes tendered by the early participation date.

Holders tendering after the early deadline will be eligible to receive $945 per $1,000 principal amount.

The company will also pay accrued interest.

The tender offer is conditioned on an issuance of new dollar-denominated reset perpetual subordinated notes, proceeds of which will be used for finance the tender offer.

Holders participating in the tender offer may be given priority in allocation of the new notes.

The company noted in a separate press release that the difference, if any, between the amount of existing notes to be redeemed under the tender offer and the amount of new notes to be issued will be offset, for the purpose of the equity content, by bonds convertible into or exchangeable for new or existing EDF shares (Oceanes) converted on May 24.

The early participation date is 5 p.m. ET on June 20, which is also the withdrawal deadline.

Early participation results will be announced on June 21, with early settlement on June 22.

The offer expires at 5 p.m. ET on July 6.

Results will be announced on July 7, and final settlement is expected to be July 10.

The dealer managers for the tender offer are BNP Paribas (+33 1 55 77 78 94, 212 841-3059, 888 210-4358; liability.management@bnpparibas.com), BofA Securities Europe SA (+33 1 87 70 10 57, 888 292-0070, 980 387-3907; DG.LM-EMEA@bofa.com) and Deutsche Bank Securities Inc. (212 250-2955, 866 627-0391).

The information agent and tender agent is Kroll Issuer Services Ltd. (https://deals.is.kroll.com/edf).

Based in Paris, EDF is an integrated energy company active in generation, transmission, distribution, energy trading, energy sales and energy services.

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