Metinvest begins unmodified Dutch auction for 2025, 2026 notes

By Mary-Katherine Stinson

Lexington, Ky., April 29 – Ukraine’s Metinvest BV started an unmodified Dutch auction to buy up to $70 million of its €234,195,000 outstanding 5 5/8% notes due June 17, 2025 (ISIN: XS2056722734) and its $493,871,000 outstanding fixed-rate senior notes due April 23, 2026 (ISIN: XS1806400708), according to an announcement.

The tender offer only applies to the Regulation S notes of either series. The Rule 144A notes are excluded.

Tendering noteholders may either submit competitive offers or, in the case of the 2025 notes only, non-competitive offers.

The 2025 notes are subject to additional minimums and maximums. The minimum tender price is 87 and the maximum tender price is capped at 92.

As no minimum tender price is set for the 2026 notes, all tender instructions for that series will be treated as competitive tender instructions.

Competitive tenders should include the minimum purchase price the noteholder is willing to accept above the minimum purchase price in increments of 0.05%. Any competitive tender instruction which does not specify a price will be rejected.

For the 2025 notes offer, all non-competitive tenders up to the series acceptance amount will be accepted before any competitive tenders are accepted. Noteholders may also submit tenders without specifying a purchase price.

Tenders may be prorated.

The purchase consideration payable to each tendering noteholder will not necessarily be the same, even where the same nominal amount of notes from the same series is accepted for purchase.

The company will determine the allocation of the maximum acceptance amount between each series, which is exclusive of accrued interest, and reserves the right to accept significantly more, less or none of the notes of either series as compared to the other.

Tender instructions, once submitted, may not be withdrawn except in limited circumstances.

Through the offers, Metinvest seeks to utilize the group’s liquidity outside of Ukraine to proactively manage the company’s debt burden, smooth cash outflows for debt service, improve the group’s overall debt sustainability, as well as to lower liquidity pressures for the upcoming maturities of the notes.

The offers give noteholders an option to decrease their exposure to the group in the context of the ongoing war in Ukraine, as the group’s business remains susceptible to a number of risks beyond management’s control and include, among others: increased intensity of Russian assaults on the frontline; escalated strikes on Ukraine’s power assets and the resulting disruption to the power grid; uncertain sustainability of the Black Sea navigation; deficit of the personnel due to Ukraine’s mobilization; and volatile prices for key products.

The offers begin April 29 and will expire at 11 a.m. ET on May 8.

Results will be announced as soon as practicable after the expiration. Settlement is expected for May 14.

Deutsche Bank AG (+44 20 7545 8011) and Raiffeisen Bank International AG (+43 1 717 07 3951, tmg@rbinternational.com; project-bondsyndication@rbinternational.com) are the dealer managers.

Kroll Issuer Services (Attention: Jacek Kusion/Arlind Bytyqi, +44 20 7704 0880, metinvest@is.kroll.com) is the tender agent.

The offer website is https://deals.is.kroll.com/metinvest.

The original issue size of the 2025 notes was €300 million. The 2026 notes were originally issued for $647,661,000.

Metinvest is a Mariupol, Ukraine-based holding company of a group of steel and mining companies.

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