RWE gives results of consent bids for 15 note series, exchange for two

By Susanna Moon

Chicago, Dec. 13 – RWE AG and two of its subsidiaries gave an update in the consent solicitations for 15 series of notes and exchange offer for two note series.

The deadline for submitting voting instructions was 5:59 p.m. ET on Dec. 6. The voting period was open from Dec. 7 to Dec. 12. The solicitations began Nov. 15.

RWE was soliciting consents from the holders of its

• €100 million floating-rate notes due Nov. 15, 2017;

• $50 million 3.8% notes due April 5, 2033;

• €100 million 3.5% notes due Dec. 3, 2042; and

• €150 million 3.55% notes due Feb. 13, 2043.

For the floaters due 2017, an adjourned meeting will be scheduled after the solicitation failed to meet quorum, according to a company update.

The adjourned meeting will be held with a reduced quorum requiring representation of at least 25% of the 2017 outstanding notes. To pass, the amendments require support by a majority of at least 75% of the votes cast.

For the other three series, holders consented to the terms of the proposed amendments.

RWE is asking to substitute innogy SE as the debtor under its notes, subject to the proviso that RWE will not become guarantor of the notes.

Meanwhile, innogy Finance BV, formerly RWE Finance BV, was soliciting consents from the holders of 11 series of its notes.

The amendments were approved for the following 10 series of notes:

• €980 million 5.125% notes due July 23, 2018;

• €1 billion 6.625% notes due Jan. 31, 2019;

• £570 million 6.5% notes due April 20, 2021;

• €1 billion 6.5% notes due Aug. 10, 2021;

• £500 million 5.5% notes due July 6, 2022;

• £487.5 million 5.625% notes due Dec. 6, 2023;

• €800 million 3% notes due Jan. 17, 2024;

• £760 million 6.25% notes due June 3, 2030;

• £600 million 4.75% notes due Jan. 31, 2034; and

• £1 billion 6.125% notes due July 6, 2039.

For the €750 million 1.875% notes due Jan. 30, 2020, the company will hold an adjourned meeting after failing to meet quorum, according to a separate notice.

The adjourned meeting for the 1.875% notes also requires representation of at least 25% of the notes and, to pass, a majority of at least 75% of the votes cast.

Finally, innogy Finance II BV, formerly RWE Finance II BV, obtained the needed consents to amend its €600 million 5.75% notes due Feb. 14, 2033.

The two subsidiaries were seeking consents to replace RWE with innogy as guarantor.

RWE and the subsidiaries are also seeking to amend the conditions of some of the notes to make the German Act on Debt Securities applicable to the conditions.

The company needed to secure votes of at least 75% of those cast to pass the amendments.

As previously announced, the company was seeking the changes to reflect the separation of innogy from the RWE Group and to simplify the intra-group financing structure.

On Dec. 1, 2015, RWE announced plans to pool the grid and infrastructure, retail and renewables business segments of the former RWE Group in Germany and abroad into a newly established subsidiary, innogy.

These segments have been separated from the company’s conventional and nuclear power generation and trading activities and either merged or transferred by way of a share transfer to innogy, which is no longer part of the RWE Group.

The proceeds of the notes have been on-lent from RWE to innogy.

Fitch Ratings has assigned a preliminary BBB+ rating to innogy and a preliminary A- rating to any senior obligations assumed by it. S&P Global Ratings has assigned a BBB- rating to innogy.

RWE is rated BBB by Fitch, Baa3 by Moody’s Investors Service and BBB- by S&P.

Exchange offer

RWE also was offering new notes issued by innogy in exchange for its €500 million 3.5% notes due October 2037 and ₯20 billion reverse dual currency notes due February 2040.

Holders tendered for exchange €455 million, or 91%, of the 3.5% notes and all ₯20 billion of the reverse dual currency notes, according to a third company notice.

The exchange ended at 10 a.m. ET on Dec. 12, with settlement expected to occur Dec. 21.

The new notes will have substantially the same conditions as those of the notes exchanged, including maturity date.

Citigroup Global Markets Ltd. (+44 20 7986 8969 or liabilitymanagement.europe@citi.com) and Royal Bank of Scotland plc (+44 20 7085 6124 or liabilitymanagement@rbs.com) are acting as solicitation agents for the consent solicitations and dealer managers for the exchange offer. Lucid Issuer Services Ltd. (+44 20 7704 0880 or innogy@lucid-is.com) is acting as the tabulation and voting agent for the consent solicitations and the exchange agent for the exchange offer.

RWE is an electric utility. Both RWE and innogy are based in Essen, Germany.

© 2015 Prospect News.
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