DTEK extends tender offer for 7%/7½% PIK notes due 2027 by one day

By Marisa Wong

Los Angeles, Dec. 8 – DTEK Holdings Ltd. and DTEK Energy BV, as successor issuer to DTEK Finance plc, announced an extension of its Nov. 28 invitation to holders of the 7%/7½% senior secured PIK toggle notes due 2027 (ISIN: XS2342930521), originally issued by DTEK Finance, to tender any and all of their notes for purchase for cash and the success of its solicitation of consents to some proposed amendments and a proposed waiver.

The tender offer will now expire at noon ET on Dec. 9, extended from noon ET on Dec. 8.

The deadline is being extended by one day at the request of investors due to slow processing of some applications in the clearing systems, which affected the ability to submit an application at the originally established deadline, according to a Thursday press release.

Results will now be announced on Dec. 12, which will also be the new settlement date.

DTEK also announced on Thursday that it has obtained the required consents to approve the proposed amendments and proposed waiver under the consent solicitation.

The proposed waiver has become effective and binding on all noteholders. The issuer expects to enter into a supplemental indenture with the trustee implementing the proposed amendments, which will become effective upon execution of the supplemental indenture.

As previously reported, the company is offering to purchase up to $50 million of the $1,516,874,012 of outstanding notes. The company had said it may choose to increase the maximum acceptance amount.

The purchase price will be determined under an unmodified Dutch auction. The minimum purchase price is $0 per $1,000 principal amount, and the maximum purchase price is $270 per $1,000 principal amount.

Tenders may be subject to proration.

Acceptance of tenders is not conditioned on the receipt of required consents under the consent solicitation.

Noteholders may provide their consents by submitting either a tender instruction or, if they are unable or unwilling to tender their notes in the tender offer, submitting a consent-only instruction.

Holders may not consent solely to the proposed amendments without also consenting to the proposed waiver and may not consent solely to the proposed waiver without also consenting to the proposed amendments.

The proposed waiver relates to the failure by the parent guarantor to comply with certain reporting requirements. The proposed amendments would make changes to the definitions of asset sale and permitted investments, allow for some repurchased notes to be held by the issuer or its restricted subsidiaries in treasury, allow for the discount range repurchase offers to be made by the parent guarantor or any of its restricted subsidiaries and add Linklaters LLP to the list of eligible counsel in the indenture governing the notes.

Adoption of the proposed amendments and proposed waiver required consents from holders of a majority in principal amount of the outstanding notes.

The company is not offering any consent fee with respect to the consent solicitation.

GLAS Specialist Services Ltd. (+44 20 3597 2940; attn.: DCM Liability Management - DTEK tender and consent; lm@glas.agency) is the tender and tabulation agent.

DTEK is a Ukraine-based energy holding company. DTEK Energy BV is based in the Netherlands.

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