DTEK Energy B.V. (“DEBV”) and DTEK Finance plc ( “DFPLC”) announced today that, as a result of transfer of substantially all of its properties or assets to DEBV (the “Transaction”), DEBV has assumed all obligations of DFPLC, including the obligations of DFPLC as the issuer with respect to the 7.0/7.5% Senior Secured PIK Toggle Notes due 2027 (the “Notes”), the Security Documents and the indenture governing the Notes (the “Indenture”). Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Indenture.
The Transaction was undertaken in order to unify the approach to structuring transactions for the Notes issuance in terms of the issuer’s jurisdiction within the DTEK group as well as to optimize and reduce the costs for servicing the issuing company.
On November 25, 2022, a supplemental indenture (the “Supplemental Indenture”) has been entered into by DFPLC as the existing Issuer of the Notes (in such capacity, the “Existing Issuer”), DEBV, as new issuer of the Notes (in such capacity, the “New Issuer”), DEBV as Parent Guarantor (in such capacity, the “Parent Guarantor”), the other Guarantors (together with the Parent Guarantor, collectively, the “Guarantors”) and GLAS Trust Company LLC, as trustee (the “Trustee”), which implements the assumption by the New Issuer of the Existing Issuer’s obligations under the Notes, the Security Documents and the Indenture, and the discharge of the Existing Issuer from its obligations under the Notes, the Security Documents and the Indenture (the “Issuer Substitution”).
From and after the date of the execution of the Supplemental Indenture, the provisions of the Indenture and any supplemental indenture, as applicable, the Notes and the Security Documents referring to the “Issuer” shall refer instead to the New Issuer and not to the Existing Issuer, except for references to the Issuer relating to its status prior to the consummation of the Transaction. Pursuant to the Supplemental Indenture, the Parent Guarantor and the other Guarantors have reaffirmed that their obligations under the respective Notes Guarantees will remain in full force and effect.
The rights of Holders pursuant to the Notes are not affected by the Issuer Substitution, save that any recourse under the Notes, the Indenture, and the Security Documents shall be to the New Issuer and not the Existing Issuer.
General
No action is required in response to this announcement. If you need further information about the Issuer Substitution, please contact DEBV.
DTEK Energy B.V.
Strawinskylaan 1531, Tower B, Level 15, grid TB-15-046/089
1077XX, Amsterdam, the Netherlands
DISCLAIMER
No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement contains important information, which must be read carefully before any decision is made with respect to the Notes. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. None of the New Issuer, the Existing Issuer, the Trustee or their respective directors, employees or affiliates makes any recommendation as to whether Noteholders should tender their Notes or otherwise take any action in response to this announcement and none of the New Issuer, the Existing Issuer or the Trustee will have any liability or responsibility in respect thereto.