ENN Clean Energy starts tender offer for 3 3/8% notes due 2026

Chicago, Jan. 8 – ENN Clean Energy International Investment Ltd. started a capped tender offer that will be conducted as a modified Dutch auction procedure for its $770 million outstanding of 3 3/8% guaranteed senior notes due May 12, 2026 (Cusips: 268733AA0, G3065HAB7), according to an announcement.

The company is offering to buy up to $120 million principal amount of the notes.

The minimum bid price is $940, and the maximum bid price is $948, based on a $1,000 note. The bid prices include a $10 early tender premium per note. The amount paid after the early deadline will not include the early premium.

Bids should be in $1.00 increments.

If the offer is fully subscribed or oversubscribed, ENN Clean Energy will name the lowest price that will enable the company to accept an aggregate principal amount of notes up to the tender cap. If the tender offer is undersubscribed, the consideration will be the highest bid price with respect to any notes validly tendered.

Technically, of the $770 million outstanding, $157,054,000 of the notes have been previously repurchased in open-market transactions. Of that, $30 million has been canceled, and the company plans to cancel the remaining $127,054,000 of the notes after the tender offer is completed. The initial issue size was $800 million when the notes were issued May 12, 2021.

The tender offer starts on Jan. 8 and ends at 5 p.m. ET on Feb. 6.

The early deadline and the withdrawal date are 5 p.m. ET on Jan. 22.

An early settlement is planned three business days after the early participation date. If a final settlement date is needed, it is expected to be three business days after the final expiration date.

Tenders may be subject to proration.

The purpose of the offer is to reduce the group’s outstanding non-functional currency-denominated debts, so as to reduce foreign exchange risk and to optimize the group’s capital structure.

Financing for the offer will come from cash on hand.

Citigroup Global Markets Ltd. is the dealer manager (+44 20 7986 1842, ProjectOrchid.AP.2024@citi.com).

Kroll Issuer Services Ltd. is the information and tender agent (+852 2281 0114, +44 20 7704 0880, ennng@is.kroll.com).

The notes are unconditionally and irrevocably guaranteed by ENN Natural Gas Co., Ltd.

ENN is a Langfang, China-based company engaged in the clean energy industry.

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