Iberdrola seeks consents for €525 million subordinated reset rate notes

By Susanna Moon

Chicago, Feb. 4 – Iberdrola, SA and Iberdrola International BV began a consent solicitation for Iberdrola International’s €525 million undated deeply subordinated reset rate guaranteed securities.

The notes are guaranteed on a subordinated basis by Iberdrola, SA.

The companies will seek holder approval at the meeting set for Feb. 26.

The companies are soliciting consents to align the status of the securities with that of recent hybrid capital instruments issued by Dutch entities, according to a press release.

The companies are seeking consents to

• Supplement the definition of “junior obligations of the issuer” and “junior obligations of the guarantor” with the addition of any equity instruments of the issuer and the guarantor, respectively;

• Remove references to preference share capital from the scope of “parity obligations of the issuer” and “parity obligations of the guarantor”; and

• Add a new definition of “consolidated financial statements,” “preferred shares of the issuer” and “subsidiary.”

The early voting and consent fee will be €0.50 for each €1,000 principal amount.

Beneficial owners will not be eligible to receive the early voting and consent fee if they (i) instruct the common depositary to appoint a proxy other than the tabulation and information agent to attend and vote at the meeting, (ii) attend the meeting in person, (iii) do not attend or are not represented at the meeting, (iv) submit a consent instruction against the proposal or after the early voting deadline or (v) if they revoke their instructions or unblock their securities before the meeting, the press release noted.

A beneficial owner of the securities who is a sanctions restricted person may not participate in the consent solicitation, the release added.

The early voting deadline is 11 a.m. ET on Feb. 20. The deadline for submission of consent instructions is 5 a.m. ET on Feb. 24.

The consent solicitation agents are Barclays Bank plc (attn: liability management group, +44 0 20 3134 8515, email: eu.lm@barclays.com), J.P. Morgan Securities plc (attn: liability management, +44 207 134 3438, fax +44 203 493 1453 or email emea_lm@jpmorgan.com).

The tabulation and information agent is Lucid Issuer Services Limited. (attn: David Shilson, +44 0 20 7704 0880 email iberdrola@lucid-is.com).

“These precedents represent the current market standard and reflect the imperatives and expectations set by the current rating agency, tax, and market environments such that the securities may be assessed by the relevant market constituents in the same manner as precedent transactions,” the press release noted.

“In addition, the issuer has received confirmation from the relevant authorities in the Netherlands of the deductibility of interest and the absence of withholding tax going forward as from the moment the proposal is implemented,” the release added.

The bank and finance company is based in Bilbao, Spain.

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