Azure Power details tender offer for 2024, 2026 notes

By Mary-Katherine Stinson

Lexington, Ky., Feb. 16 – Azure Power Solar Energy Private Ltd. and Azure Power Energy Ltd. officially launched on Friday their previously announced concurrent cash tender offers for two series of notes, according to multiple notices.

The tender offers cover the $350,101,000 5.65% senior notes due 2024 issued by Azure Power Solar Energy (Cusips: 05502TAA6, V04008AA2) and $414 million 3.575% senior notes due 2026 issued by Azure Power Energy (Cusips: 05502VAA1, V0002UAA5).

The total principal of the 2026 notes is subject to a pool factor following partial mandatory amortization redemptions. As of Feb. 16, the total outstanding principal amount of the notes following such partial mandatory amortization redemptions is $357,323,400.

On the same date, the pool factor for the 2026 notes is 0.8631. On or after Feb. 19, the pool factor is expected to be 0.8289, following expected partial mandatory amortization redemptions.

As previously reported, the companies are offering to purchase an outstanding $40 million of the 2024 notes and an outstanding $12 million of the 2026 notes by March 25.

The notes will be purchased at par plus accrued interest.

For both offers, the early tendered notes will have priority. If the maximum acceptance amount is exceeded in either case, then no tenders will be accepted for that series after the early deadline.

Tenders may be subject to proration.

For the 2026 notes, the determination as to whether the maximum acceptance amount has been exceeded and any proration will be calculated is based on the principal amount of the notes validly tendered before applying the pool factor.

Tender instructions, once submitted, are irrevocable.

The timeline is the same for both offers.

The early tender deadline is 5 p.m. ET on March 1, with the early results announcement being as soon as practicable, which is expected for March 4.

March 8 is the early settlement date.

The offers will expire at 5 p.m. ET on March 18, with results announced on March 19.

Final settlement will be on or about March 21.

Following the completion of the current tender offer, the company will separately make an offer to purchase an outstanding $8 million of the 2026 notes by Aug. 26.

HSBC Ltd. (212 525-5552, 888 HSBC-4LM, +852 3941 0223, +44 20 7992 6237, liability.management@hsbcib.com) is the dealer manager for both offers.

Morrow Sodali Ltd. (+852 2319 4130, +44 20 4513 6933, 203 658-9457, azurepower@investor.morrowsodali.com; https://projects.morrowsodali.com/ azurepower) is the information and tabulation agent for both offers.

The issuer is a Mauritius-based subsidiary of Azure Power Global Ltd., a New Delhi-based solar power company.

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